Common use of Certain Blackout Periods Clause in Contracts

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser agree that no sales of Shares shall take place, and the Company shall not request the sale of any Shares that would be sold, the Sales Agent and the Forward Seller shall not be obligated to sell and the Forward Purchaser shall not be obligated to borrow, (i) during any period in which the Company is in possession of material non-public information; provided that, unless otherwise agreed between the Company and the Sales Agent, the Forward Seller and the Forward Purchaser, for purposes of this clause (i), such period shall be deemed to end on the date on which the Company’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission or (ii) during any other period in which the Company is in possession of material non-public information or (iii) except as provided in Section 7(g) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and shall not offer, sell or deliver, or request the Sales Agentoffer or sale of, any Shares and, by notice to an Agent (in the case of an Issuance) or a Forward Seller and the Forward Purchaser agree that no sales (in the case of Shares a Forward) given by telephone (confirmed promptly by facsimile transmission, email or other method mutually agreed to in writing by the parties), shall take place, and cancel any instructions for the Company shall not request the offer or sale of any Shares that would be soldShares, the Sales Agent and the no Agent, Forward Seller or Forward Purchaser, as the case may be, shall not be obligated to offer or sell and the Forward Purchaser shall not be obligated to borrow, any Shares (i) at any time during the period commencing on and including the fifth business day prior to the time the Company issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company publicly issues such Earnings Announcement (the “Issuance Time”) or (ii) during any other period in which the Company is in possession of material non-public information; provided that, unless otherwise agreed between the Company and the Sales an Agent, the a Forward Seller and the or a Forward Purchaser, as the case may be, for purposes of this clause (i)) above, such period shall be deemed to end on at the date on which the Company’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission or (ii) during any other period in which the Company is in possession of material non-public information or (iii) except as provided in Section 7(g) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing relevant Issuance Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and shall not offer, sell or deliver, or request the Sales Agentoffer or sale of, any Shares and, by notice to an Agent (in the case of an Issuance) or a Forward Seller and the Forward Purchaser agree that no sales (in the case of Shares a Forward) given by telephone (confirmed promptly by facsimile transmission, email or other method mutually agreed to in writing by the parties), shall take place, and cancel any instructions for the Company shall not request the offer or sale of any Shares that would be soldShares, the Sales Agent and the no Agent, Forward Seller shall not be obligated to sell and the Forward Purchaser shall not be obligated to borrow, (i) during any period in which the Company is in possession of material non-public information; provided that, unless otherwise agreed between the Company and the Sales Agent, the Forward Seller and the or Forward Purchaser, for purposes of this clause (i), such period shall be deemed to end on the date on which the Company’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission shall be obligated to offer or sell any Shares (iii) during any other the period in which beginning on the Company is in possession 10th business day after the end of material non-public information or (iii) except as provided in Section 7(g) below, at any time from each calendar quarter through and including the first date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues earnings or other revenue results of operations for a completed fiscal year or quarter (each, an “Earnings Announcement”), (ii) except as provided in Section 6(j) below, at any time from and including an Announcement Date through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which the Company is in possession of material non-public information; provided that, unless otherwise agreed between the Company and an Agent, a Forward Seller or a Forward Purchaser, as the case may be, for purposes of (i) and (ii) above, such period shall be deemed to end at the relevant Filing Time.

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser agree that no sales of Shares shall take place, and the Company shall not offer, sell or deliver, or request the offer or sale of, any Placement Securities and, by notice to Xxxxx Fargo Securities given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Shares that would be soldSecurities, the Sales Agent and the Forward Seller Xxxxx Fargo Securities shall not be obligated to offer or sell and the Forward Purchaser shall not be obligated to borrowany Securities, (i) during any period in which the Company is in possession Company’s xxxxxxx xxxxxxx policy, as it exists on the date of material non-public information; this Agreement, would prohibit the purchases or sales of the Company’s Common Stock by its officers or directors provided that, unless otherwise agreed between the Company and the Sales Agent, the Forward Seller and the Forward PurchaserXxxxx Fargo Securities, for purposes of this clause (i), such period shall be deemed to end on 24 hours after the date on which the Company’s next subsequent Annual Report on Form 10-–K or Quarterly Report on Form 10-–Q, as the case may be, is filed with the Commission or (ii) during any other period in which the Company is in possession of material non-public information or (iii) except as provided in Section 7(g6(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser B. Xxxxx agree that no sales of Shares Placement Securities shall take place, and the Company shall not request the sale of any Shares Placement Securities that would be sold, the Sales Agent and the Forward Seller B. Xxxxx shall not be obligated to sell and the Forward Purchaser shall not be obligated to borrowsell, (i) except pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the 1934 Act, during any period in which the Company is in possession of material non-public information; provided thatinformation (and, unless otherwise agreed between if a Placement Notice is then pending, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser, for purposes of this clause (i), such period shall be deemed to end on the date on which the Company’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission or (ii) during any other period in which promptly inform B. Xxxxx that the Company is in possession of material non-public information such information) or (iiiii) except as provided in Section 7(g6(g) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser agree that no sales of Shares shall take place, and the Company shall not offer, sell or deliver, or request the offer or sale of, any Placement Securities and, by notice to BofA Xxxxxxx Xxxxx given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Shares that would be soldSecurities, the Sales Agent and the Forward Seller BofA Xxxxxxx Xxxxx shall not be obligated to offer or sell and the Forward Purchaser shall not be obligated to borrowany Securities, (i) during any period in which the Company is in possession Company’s xxxxxxx xxxxxxx policy, as it exists on the date of material non-public information; this Agreement, would prohibit the purchases or sales of the Company’s Common Stock by its officers or directors provided that, unless otherwise agreed between the Company and the Sales Agent, the Forward Seller and the Forward PurchaserBofA Xxxxxxx Xxxxx, for purposes of this clause (i), such period shall be deemed to end on 24 hours after the date on which the Company’s next subsequent Annual Report on Form 10-—K or Quarterly Report on Form 10-—Q, as the case may be, is filed with the Commission or (ii) during any other period in which the Company is in possession of material non-public information or (iii) except as provided in Section 7(g6(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

Certain Blackout Periods. Notwithstanding any other provision of this Agreement, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser Rxxxxxx Jxxxx agree that no sales of Shares Placement Securities shall take place, and the Company shall not request the sale of any Shares Placement Securities that would be sold, the Sales Agent and the Forward Seller Rxxxxxx Jxxxx shall not be obligated to sell and the Forward Purchaser shall not be obligated to borrowsell, (i) except pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the 1934 Act, during any period in which the Company is in possession of material non-public information; provided thatinformation (and, unless otherwise agreed between if a Placement Notice is then pending, the Company and the Sales Agent, the Forward Seller and the Forward Purchaser, for purposes of this clause (i), such period shall be deemed to end on the date on which the Company’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is filed with the Commission or (ii) during any other period in which promptly inform Rxxxxxx Jxxxx that the Company is in possession of material non-public information such information) or (iiiii) except as provided in Section 7(g6(g) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.