Common use of Black Out Clause in Contracts

Black Out. In the event the Company determines to register securities pursuant to an underwritten public offering or in connection with a strategic transaction, (i) the Company, if advised by its underwriters, shall notify Purchaser and request that Purchaser refrain from selling any Registrable Securities, and Purchaser shall refrain from selling any Registrable Securities, and (ii) the Company shall not be obligated to file a registration statement or effect any registration, qualification or compliance of Registrable Securities under Section 2 for a period of 180 days from the date of such notice (the "Black Out Period"). During any such Black Out Period, Purchaser shall still be entitled to register shares pursuant to Section 3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall not be entitled to declare a Black Out Period prior to twelve months from the end of a previous Black Out Period, and (ii) the Black Out Period shall end immediately upon the consummation of the underwritten public offering or strategic transaction or the Company's decision no longer to pursue such offering or transaction.