Blackouts. In all theatres, the Stage Manager shall ensure that any areas which may be affected by blackouts shall be adequately illuminated with guide lights and/or delineated with phosphorescent tape.
Blackouts. Maintaining a consistent level of service is important.
Blackouts. Notwithstanding any other provision of this Agreement, the Company and the Agent agree that the Company shall not deliver any Issuance Notice to the Agent, and the Agent shall not be obligated to place any Shares, during any period in which the Company is, or could be deemed to be, in possession of material non-public information.
Blackouts. Notwithstanding the foregoing, (a) the Company may delay the filing of any registration statement, any amendment thereof or any supplement to the related prospectus, and may withhold efforts to cause any registration statement to become effective, and (b) the Company may prohibit offers and sales of Registrable Securities pursuant to a registration statement at any time, if (i)(A) the Company is in possession of material non-public information, (B) an executive officer of the Company (the “Executive Officer”), after consultation with the Board of Directors of the Company (the “Board”), reasonably determines that such prohibition is necessary in order to avoid an obligation to disclose such information and (C) the Executive Officer, after consultation with the Board, determines in good faith that disclosure of such information would not be in the best interest of the Company or its stockholders or (ii) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries for which the Executive Officer, after consultation with the Board, determines in good faith that offers and sales of Registrable Securities pursuant to a registration statement prior to the consummation of such transaction (or such earlier date as the Executive Officer, after consultation with the Board shall determine) would not be in the best interest of the Company or its stockholders; provided, however, that the duration of all such delays or periods in which shares of Registrable Securities may not be sold pursuant to an effective registration statement shall not exceed 90 days in any 12-month period in the aggregate; provided, further, that the Company shall be required to keep such registration statement effective for an additional period of time beyond the first anniversary of the date hereof equal to the number of days the effectiveness thereof is suspended pursuant to this proviso.
Blackouts. The rights of Purchaser will be subject to customary suspension and blackout provisions. Exhibit E Certain Post-Closing Transactions Purchaser shall have the right, exercisable in whole or in part, at any time or from time to time during the period commencing on the Closing Date and continuing to and including the date that is eighteen months following the Closing Date, to purchase (a) prior to the amendment of the Articles of Incorporation to increase the number of authorized shares of Common Stock as described in Section 3.1(b), up to 175,000 shares of Preferred Stock at a per share purchase price of $1,000.00 and (b) subsequent to such amendment of the Articles of Incorporation, up to 1,166,666,667 shares of Common Stock in the aggregate (the “Additional Shares”) at a per share purchase price of $0.15. The Company shall, if so requested by Purchaser, evidence the obligations set forth in this Section 4.9 in the form of a warrant agreement (which shall include customary antidilution adjustments for warrants issued in a transaction of this nature) reasonably satisfactory to Purchaser. Upon Purchaser’s request, the Company shall obtain the authorization for listing of the Additional Shares on the NASDAQ or such other market on which the Common Stock is then listed or quoted, subject to official notice of issuance. The Shareholder Proposal required by Section 3.1(b) shall also include, and for purposes of the Agreement shall be deemed to include, the approval of an amendment to the Articles of Incorporation to increase the number of authorized shares of Common Stock sufficient to permit the issuance of the Additional Shares.
Blackouts. Third party providers may arrange for certain programming, including sports events, to be blacked out in your local reception area. You may visit xxxx://xxx.xxxxxxxxx.xxx for more blackout information. If you circumvent or attempt to circumvent any of these blackouts, you may be subject to cancellation of your Services and/or legal action.
Blackouts. During any calendar year, the Company shall be entitled to suspend sales under the Shelf Registration Statement for a reasonable period of time, but not in excess of 45 days in the aggregate of which no more than 30 days may be consecutive, if the Company notifies CUSA, within the latter of five business days (or if impracticable, as soon as practicable) in advance of such suspension that, in the opinion of its counsel, the Company would be required to disclose in the Shelf Registration Statement information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company, such disclosure is reasonably likely to adversely affect any material business transaction or negotiation in which the Company is then engaged.
Blackouts. (i) The Company may, by written notice to the Stockholder, postpone any registration which is requested pursuant to Section 2 or delivery of a Prospectus pursuant to Section 3(iv), suspend sales under the Registration Statement filed hereunder or defer the updating of such filed Registration Statement if (A) the Company reasonably believes that the use or updating of such Registration Statement or such sale, as the case may be, would require disclosure of a material corporate development not otherwise required to be disclosed that the Company has a valid business purpose for not disclosing, (B) the Company is in the process of making, or preparing to make, a registered offering of securities and the Company reasonably deems it advisable to temporarily discontinue disposition of securities, or (C) the Company reasonably believes that disposition of securities at such time would materially interfere with the business activities or plans of the Company. In the event the Company makes any such election, the Stockholder agrees to keep confidential the fact of such election and any information provided by the Company in connection therewith.
Blackouts. Anything in this Agreement to the contrary notwithstanding, it is understood and agreed that Parent shall not be required to keep any Earnout Registration Statement effective or useable for offers and sales of the Earnout Shares, file a post effective amendment to an Earnout Registration Statement or any prospectus supplement or to supplement or amend any Earnout Registration Statement, if Parent is then involved in discussions concerning, or otherwise engaged in, any material financing, offering or investment, acquisition or divestiture transaction or other material business purpose if Parent determines in good faith that the making of such a filing, supplement or amendment at such time would interfere with such transaction or purpose. Parent shall promptly give the holders of Earnout Shares written notice of such postponement containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. Upon receipt by a holder of Earnout Shares of notice of an event of the kind described in this Section 3.8, such holder shall forthwith discontinue such holder's disposition of Earnout Shares until such holder's receipt of notice from Parent that such disposition may continue and of any supplemented or amended prospectus indicated in such notice. Parent shall use its reasonable efforts to permit sales of Earnout Shares on such shelf registration statement for at least 180 days during any 360-day period.
Blackouts. (i) The Company may, by written notice to the Shareholder, postpone any registration which is requested pursuant to Section 2 or delivery of a Prospectus pursuant to Section 3(iv), suspend sales under a Registration Statement filed hereunder or defer the updating of such filed Registration Statement if (A) the Company reasonably believes that the use or updating of such Registration Statement or such sale, as the case may be, would require disclosure of a material non-public corporate development not otherwise required to be disclosed that the Company has a valid business purpose for not disclosing, (B) the Company is in the process of making, or preparing to make, a registered offering of securities that are the same as, similar to or convertible into or exchangeable or exercisable for the Shareholder securities with respect to which postponement, suspension or deferral is being made and the Company reasonably deems it advisable to temporarily discontinue disposition of securities by the Shareholder, or (C) the Company reasonably believes that disposition of securities by the Shareholder at such time would materially interfere with the business activities or plans of the Company for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however, that the Company shall not be permitted to make such suspension or deferral (A) more than 2 times during any 12-month period, (B) for a period exceeding 60 days on any one occasion or (C) for a period exceeding 90 days in any 12-month period. In the event the Company makes any such election, the Shareholder agrees to keep confidential the fact of such election and any information provided by the Company in connection therewith, including, without limitation, information regarding the Company's own capital-raising activities and plans. The Company shall immediately notify the holders upon the expiration of any period during which it exercised its right under this Section 4(b)(i).
