Common use of Blackouts Clause in Contracts

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. (ii) Notwithstanding the blackout rights set forth above in Section 4(b)(i), (A) the Stockholder shall in any event be entitled to 180 days in each calendar year that are not subject to any black-out and (B) the Company may not exercise any blackout rights for a period of ten days commencing on the effective date of the Registration Statement..