Common use of Blackout Period Clause in Contracts

Blackout Period. (a) The Company may suspend, at any time or from time to time, the use of the prospectus which forms part of the Registration Statement (the “Prospectus”) for a period or periods of time not to exceed an aggregate of 60 calendar days in any 12 month period, provided that during any three month period such aggregate period of time shall not exceed 30 calendar days (each, a “Blackout Period”), if the Company determines that the filing or continued use of the Prospectus would (w) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Board of Directors of the Company, would materially interfere with such transaction or negotiations, (x) otherwise require premature disclosure of information that, in the good faith judgment of the Board of Directors of the Company, would adversely affect or otherwise be detrimental to the Company, (y) require amendment or supplement to the Registration Statement due to the happening of any event that comes to the attention of the Company and as a result of which the Registration Statement or Prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (z) adversely affect the success of an offering of securities by the Company which the Company proposes to or has registered under applicable securities laws. The Company shall provide the Holders whose Registrable Stock is registered under the Registration Statement with written notice of the commencement of a Blackout Period and of the termination of such Blackout Period.

Blackout Period. (a) The Company may suspend, at will immediately notify the Investors upon the occurrence of any time or from time to time, the use of the following events in respect of a registration statement or related prospectus which forms part in respect of an Equity Offerings; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the “Prospectus”issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock for a period or periods of time not to exceed an aggregate of 60 calendar days sale in any 12 month period, provided that during jurisdiction or the initiation or threatening of any three month period proceeding for such aggregate period of time shall not exceed 30 calendar days purpose; (each, a “Blackout Period”), if the Company determines that the filing or continued use of the Prospectus would (wiv) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Board of Directors of the Company, would materially interfere with such transaction or negotiations, (x) otherwise require premature disclosure of information that, in the good faith judgment of the Board of Directors of the Company, would adversely affect or otherwise be detrimental to the Company, (y) require amendment or supplement to the Registration Statement due to the happening of any event that comes which makes any statement made in the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the attention making of any changes in the registration statement, related prospectus or documents so that, in the case of the Company and as a result of which the Registration Statement or Prospectus would registration statement, it will not contain an any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or ; and (zvi) adversely affect the success of an offering of securities by Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate; and the Company which will promptly make available to the Company proposes Investors any such supplement or amendment to or has registered under applicable securities lawsthe related prospectus. The Company shall provide not deliver to the Holders whose Registrable Stock is registered under Investors any Optional Purchase Notice during the Registration Statement with written notice continuation of any of the commencement of a Blackout Period and of the termination of such Blackout Periodforegoing events.

Blackout Period. (ai) The Company may suspend, at any time or from time Subject to time, the use provisions of this Section 2(c) and a good faith determination by a majority of the prospectus which forms part of the Registration Statement (the “Prospectus”) for a period or periods of time not to exceed an aggregate of 60 calendar days in any 12 month period, provided that during any three month period such aggregate period of time shall not exceed 30 calendar days (each, a “Blackout Period”), if the Company determines that the filing or continued use of the Prospectus would (w) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment independent members of the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, would materially interfere with by written notice to managing underwriter (if any) and the Investor, may direct the Investor to suspend sales of the Registrable Securities pursuant to a Registration Statement for such transaction or negotiations, times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) otherwise require premature disclosure an aggregate of information thatninety (90) days in any rolling twelve (12)- month period commencing on the Closing Date or (y) more than sixty (60) days in any rolling 90-day period), in if any of the good faith judgment following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the Company’s primary offering; (2) the majority of the independent members of the Board of Directors of the CompanyCompany shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, would adversely affect delay or otherwise be detrimental interfere with any proposed financing, offer or sale of securities, acquisition, amalgamation, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the CompanyRegistration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) require amendment or supplement to the Registration Statement due to the happening of any event that comes to the attention of disclosure would have a material adverse effect on the Company and as a result of which or the Registration Statement or Prospectus would contain an untrue statement of a material fact or omit Company’s ability to state a material fact required to be stated therein or necessary to make consummate the statements therein, in the light of the circumstances under which they were made, not misleadingproposed transaction, or (z) adversely affect the success of an offering of securities by proposed transaction renders the Company which the Company proposes unable to comply with Commission requirements, in each case under circumstances that would make it impractical or has registered under applicable securities laws. The Company shall provide the Holders whose Registrable Stock is registered under inadvisable to cause the Registration Statement with written notice (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) the majority of the commencement of a Blackout Period and independent members of the termination Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(c) is sometimes referred to herein as a “Blackout Period.” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Investor to resume sales of the Registrable Securities as soon as possible.

Blackout Period. (a) The Company may suspend, at any time or from time to time, the use of the prospectus which forms part of the Registration Statement (the “"Prospectus”") for a period or periods of time not to exceed an aggregate of 60 calendar days in any 12 month period, provided that during any three month period such aggregate period of time shall not exceed 30 calendar days (each, a “"Blackout Period”"), if the Company determines that the filing or continued use of the Prospectus would (w) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that, in the good faith judgment of the Board of Directors of the Company, would materially interfere with such transaction or negotiations, (x) otherwise require premature disclosure of information that, in the good faith judgment of the Board of Directors of the Company, would adversely affect or otherwise be detrimental to the Company, (y) require amendment or supplement to the Registration Statement due to the happening of any event that comes to the attention of the Company and as a result of which the Registration Statement or Prospectus would contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (z) adversely affect the success of an offering of securities by the Company which the Company proposes to or has registered under applicable securities laws. The Company shall provide the Holders whose Registrable Stock is registered under the Registration Statement with written notice of the commencement of a Blackout Period and of the termination of such Blackout Period.