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 in the aggregate during any 12-month period. 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 and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. 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 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 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 90 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 in the aggregate during any 12-month period. 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 and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. 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 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 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 60 days in the aggregate during on any 12-month periodsuch occasion. 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 and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. 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 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 Trust 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 effectiveness of the Shelf Registration Statement, to require the Holders not to sell Registrable Securities pursuant to a registration statement the Shelf 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 90 days following the date of such notice in a firm commitment underwritten public offering or if a majority of the independent trustees of the Board has have reasonably and in good faith determined that such registration and offering, continued effectiveness or sale would materially interfere with any material transaction involving the CompanyTrust; provided, however, that in no event shall the aggregate number of days of the black-out period extend for more than exceed 90 days in the aggregate during any 12-twelve month period. The CompanyTrust, as soon as practicable, shall (i) give the Holders prompt written notice in the event that the Company Trust 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 and (iii) promptly file any amendment necessary for the Shelf Registration Statement or any registration statement or prospectus of the Holders in connection with the completion of such event. Each Holder agrees by acquisition of the Registrable Securities that upon receipt of any notice from the Company Trust 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 registration statement relating to such Registrable Securities Shelf Registration Statement 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 occasions in any 12-month period, to require the Holders each Holder not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 this Agreement 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 60 days in the aggregate during on any 12-month periodsuch occasion. The Company, as soon as practicable, shall (i) give the Holders each Holder prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3. , (ii) give the Holders each Holder prompt written notice of the completion of such offering or material transaction and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders each Holder in connection with the completion of such event. Each The 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 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 occasions in any 12-month period, to require the Holders each Holder not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 this Agreement or to suspend the effectiveness thereof if if, at the time of the delivery of such notice, the Board has determined to delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board, in the best interest of the Company or required to be disclosed (other than as a result of the existence of the effective registration statement), 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 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 60 days in the aggregate during on any 12-month periodsuch occasion. The Company, as soon as practicable, shall (i) give the Holders each Holder prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3. , (ii) give the Holders each Holder prompt written notice of the disclosure of such material non-public information or the completion of such offering or material transaction transaction, and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders each Holder in connection with the completion of such event. 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 registration statement relating to such Registrable Securities until such Holder’s receipt of the notice of disclosure or 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 each Holder not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 this Agreement 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 60 days in the aggregate during on any 12-month periodsuch occasion. The Company, as soon as practicable, shall (i) give the Holders each Holder prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3. 4, (ii) give the Holders each Holder prompt written notice of the completion of such offering or material transaction and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders each Holder in connection with the completion of such event. Each The 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 34, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the earlier of (x) such Holder’s receipt of the notice of completion of such eventevent and (y) the end of such 60 day 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 occasions in any 12-month period, to require the Holders each Holder not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 this Agreement 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 forty-five (45) 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 forty-five (45) days in the aggregate during on any 12-month periodsuch occasion. The Company, as soon as practicable, shall (i) give the Holders each Holder prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3. , (ii) give the Holders each Holder prompt written notice of the completion of such offering or material transaction and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders each Holder in connection with the completion of such event. Each The 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 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 occasions in any 12-month period, to require the Holders each Holder not to sell pursuant to a registration statement or similar document under the Securities Act filed pursuant to Section 2 this Agreement 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 60 days in the aggregate during on any 12-month periodsuch occasion. The Company, as soon as practicable, shall (i) give the Holders each Holder prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to this Section 3. , (ii) give the Holders each Holder prompt written notice of the completion of such offering or material transaction and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders each Holder in connection with the completion of such event. 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 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 occasions in any 12-month periodfour occasions, 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 90 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 or otherwise not be in the best interests of the Company; provided, however, that in no event shall the black-out period extend for more than 90 days in the aggregate during any 12-twelve month period. 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 and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. 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 registration statement relating to such Registrable Securities until such Holder’s 's receipt of the notice of completion of such event. In addition to the foregoing, the Company and the Holders agree that any suspension of a registration statement covering the Registrable Shares (as defined in the Private Offering Registration Rights Agreement) shall also require a suspension of the effectiveness of the registration statement covering the Registrable Securities.

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 in the aggregate during any 12-month period]. 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 and (iii) promptly file any amendment necessary for any registration statement or prospectus of the Holders in connection with the completion of such event. 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 registration statement relating to such Registrable Securities until such Holder’s 's receipt of the notice of completion of such event.