Common use of Blockage Period Clause in Contracts

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company or any of its subsidiaries; (ii) Company’s counsel advised Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then Company may deliver written notification to the Investors that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Investor and ending on the date on which Company notifies the Investors that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company agrees promptly to notify the Investors if the circumstances giving rise to such Blockage Period no longer apply). Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Company Parent or any of its subsidiaries; (ii) Company’s Parent's U.S. securities counsel has advised Company Parent in writing that such material development or change should be disclosed in the registration statementShelf Registration Statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement Shelf Registration Statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers Chief Executive Officer or directors the Chief Financial Officer of CompanyParent, disclosure of such development or change would either (x) have an a material adverse effect on the business or operations of Company Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an a material adverse effect on the likelihood of consummating such material transaction, then Company Parent may deliver written notification to the Investors Stockholder Representative on behalf of all Stockholders that shares of Registrable Securities Stock may not be sold pursuant to the registration statement Shelf Registration Statement (a “"Blockage Notice”"). Company Upon receipt of a Blockage Notice, the Stockholder Representative shall have no obligation to include in any such notice any reference to or description promptly notify all Stockholders of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this AgreementNotice. No Investor Stockholder shall sell any shares of Registrable Securities Stock pursuant to the registration statement Shelf Registration Statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Investor the Stockholder Representative and ending on the date on which Company Parent notifies the Investors Stockholder Representative that the Blockage Period has ended, ended which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration Shelf Registration (and Company Parent agrees promptly to notify the Investors Stockholder Representative if the circumstances giving rise to such Blockage Period no longer apply). Company Parent shall promptly prepare and file any amendment or supplement to the registration statement Shelf Registration Statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement Shelf Registration Statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Stockholder Representative of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company or any of its subsidiaries; (ii) Company’s counsel advised Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then Company may deliver written notification to the Investors Affiliates that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor Affiliate shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Investor Affiliate and ending on the date on which Company notifies the Investors Affiliates that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company agrees promptly to notify the Investors Affiliates if the circumstances giving rise to such Blockage Period no longer apply). Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Affiliates of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company or any of its subsidiaries; (ii) Company’s 's counsel advised Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then Company may deliver written notification to the Investors that Registrable Securities may not be sold pursuant to the registration statement (a “"Blockage Notice”"). Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor shall sell any Registrable Securities pursuant to the registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Investor and ending on the date on which Company notifies the Investors that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company agrees promptly to notify the Investors if the circumstances giving rise to such Blockage Period no longer apply). Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company or any of its subsidiaries; (ii) Company’s 's counsel advised Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then Company may deliver written notification to the Investors Affiliates that Registrable Securities may not be sold pursuant to the registration statement (a “"Blockage Notice”"). Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor Affiliate shall sell any Registrable Securities pursuant to the registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Investor Affiliate and ending on the date on which Company notifies the Investors Affiliates that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company agrees promptly to notify the Investors Affiliates if the circumstances giving rise to such Blockage Period no longer apply). Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Affiliates of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company Parent or any of its subsidiaries; (ii) CompanyParent’s counsel has advised Company Parent in writing that such development or change should be disclosed in the any registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and or (iii) in the good faith judgment of the officers or directors of CompanyParent, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an a adverse effect on the likelihood of consummating such transaction, then Company Parent may deliver written notification to the Investors Purchasers that shares of Registrable Securities Stock may not be sold pursuant to the registration statement (a “Blockage Notice”). Company Parent shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company Parent is delivering such notice. Company Parent shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor Purchaser shall sell any shares of Registrable Securities Stock pursuant to the any registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Investor Purchaser and ending on the date on which Company Parent notifies the Investors Purchasers that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety thirty (9030) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five fifteen (4515) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company Shelf Registration. Parent agrees promptly to notify the Investors Purchasers if the circumstances giving rise to such Blockage Period no longer apply). Company Parent shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of Company Parent or any of its subsidiaries; (ii) Company’s Parent's counsel has advised Company Parent in writing that such development or change should be disclosed in the any registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and or (iii) in the good faith judgment of the officers or directors of CompanyParent, disclosure of such development or change would either (x) have an adverse effect on the business or operations of Company Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an a adverse effect on the likelihood of consummating such transaction, then Company Parent may deliver written notification to the Investors Purchasers that shares of Registrable Securities Stock may not be sold pursuant to the registration statement (a “"Blockage Notice”"). Company Parent shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company Parent is delivering such notice. Company Parent shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor Purchaser shall sell any shares of Registrable Securities Stock pursuant to the any registration statement for the period (the “"Blockage Period”") beginning on the date such Blockage Notice was received by such Investor Purchaser and ending on the date on which Company Parent notifies the Investors Purchasers that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety thirty (9030) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five fifteen (4515) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and Company Shelf Registration. Parent agrees promptly to notify the Investors Purchasers if the circumstances giving rise to such Blockage Period no longer apply). Company Parent shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a development or change in the business, affairs or prospects of the Company or any of its subsidiaries; (ii) the Company’s counsel advised the Company in writing that such development or change should be disclosed in the registration statement, the prospectus included therein, or an amendment or supplement thereto in order to ensure that the registration statement and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers or directors of the Company, disclosure of such development or change would either (x) have an adverse effect on the business or operations of the Company or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an adverse effect on the likelihood of consummating such transaction, then the Company may deliver written notification to the Investors Purchasers that Registrable Securities may not be sold pursuant to the registration statement (a “Blockage Notice”). The Company shall have no obligation to include in any such notice any reference to or description of the facts based upon which the Company is delivering such notice. The Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this Agreement. No Investor Purchaser shall sell any Registrable Securities pursuant to the registration statement for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Investor Purchaser and ending on the date on which the Company notifies the Investors Purchasers that the Blockage Period has ended, which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration (and the Company agrees promptly to notify the Investors Purchasers if the circumstances giving rise to such Blockage Period no longer apply). The Company shall promptly prepare and file any amendment or supplement to the registration statement or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Purchasers of such amendment or supplement and of the conclusion of the Blockage Period.

Blockage Period. If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Company Parent or any of its subsidiaries; , (ii) CompanyParent’s securities counsel has advised Company Parent in writing that such material development or change should be disclosed in the registration statementInitial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicable, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in order to ensure that the registration statement Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith judgment of the officers Chief Executive Officer or directors the Chief Financial Officer of CompanyParent, disclosure of such development or change would either (x) have an a material adverse effect on the business or operations of Company Parent or (y) if the disclosure otherwise relates to a material financing or acquisition of assets which has not yet been disclosed and such disclosure would have an a material adverse effect on the likelihood of consummating such material transaction, then Company Parent may deliver written notification to the Investors Stockholder Representatives on behalf of IVG and all Stockholders that Registrable Securities shares of Parent Common Stock may not be sold pursuant to the registration statement Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (a “Blockage Notice”). Company Upon receipt of a Blockage Notice, the Stockholder Representatives shall have no obligation to include in any such notice any reference to or description promptly notify IVG and all Stockholders of the facts based upon which the Company is delivering such notice. Company shall delay during such Blockage Period the filing or effectiveness of any registration statement required pursuant this AgreementNotice. No Investor Stockholder shall sell any Registrable Securities shares of Parent Common Stock pursuant to the registration statement Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by such Investor the Stockholder Representatives and ending on the date on which Company Parent notifies the Investors Stockholder Representatives that the Blockage Period has ended, ended which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five (45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the registration Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and Company Parent agrees promptly to notify the Investors Stockholder Representatives if the circumstances giving rise to such Blockage Period no longer apply). Company Parent shall promptly prepare and file any amendment or supplement to the registration statement Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the registration statement Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, and the prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made) and notify the Investors Stockholder Representatives of such amendment or supplement and of the conclusion of the Blockage Period.