Common use of Blackouts Clause in Contracts

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). (ii) Notwithstanding the blackout rights set forth above in Section 4(b)(i), the Company may not exercise any blackout rights for a period of ten Business Days commencing on the effective date of any Registration Statement.

Blackouts. (i) The Notwithstanding any provision of this Agreement, the Company mayshall not be required to prepare or file any Registration Statement, by written notice any amendment or post-effective amendment thereto or Prospectus supplement or to the Shareholder, postpone any registration which is requested pursuant to Section 2 supplement or delivery of a Prospectus pursuant to Section 3(iv), suspend sales under amend a Registration Statement filed hereunder or otherwise facilitate the resale of Registrable Securities, if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Directors of NII stating that in the good faith judgment of the Board of Directors of NII, it would have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets, sale of assets or any merger, consolidation, tender offer or other significant transaction, provided the Company shall have the right to defer the updating filing of such filed a 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 and/or compliance with Section 1.6 with respect to which postponement, suspension or deferral is being made and the Company reasonably deems it advisable a Registration Statement on up 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 two occasions in any twelve-month period for the shortest a period of time determined not more than one hundred five (105) days in good faith by the Company to be necessary for aggregate in any twelve-month period after furnishing such purposecertificate; provided, however, that following any such deferral or permitted non-compliance period, the Company shall not notify each Holder of the termination of such deferral or permitted non-compliance period and use its best efforts to comply with the provisions of this Agreement; and provided, further, that in the case of a Shelf Registration, the Effectiveness Period shall be permitted extended for the number of days such Shelf Registration ceased to make be effective, and in all other cases, the period of effectiveness contemplated by Section 1.6 shall be extended for the number of days such suspension Registration Statement ceased to be effective. Each Holder participating 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 requesting to participate in any 12-month period. In the event the Company makes any such election, the Shareholder agrees to keep confidential the fact registration subject of such election and any information provided by deferral or permitted non-compliance agrees that, upon receipt of a notice from NII pursuant to this Section 1.7 regarding an effective Registration Statement, such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Company in connection therewith, including, without limitation, information regarding Registration Statement until the Company's own capital-raising activities and plans. The Company shall immediately notify the holders upon earlier of (x) the expiration of any such deferral or permitted non-compliance period during which it exercised its right under in accordance with the terms hereof and (y) the termination of such deferral or permitted non-compliance period by notice from NII to the Holders delivered pursuant to this Section 4(b)(i)1.7. (ii) Notwithstanding the blackout rights set forth above in Section 4(b)(i), the Company may not exercise any blackout rights for a period of ten Business Days commencing on the effective date of any Registration Statement.