Common use of Notice and Approval Clause in Contracts

Notice and Approval. If any Holder shall propose to sell any Registrable Shares pursuant to the Registration Statement, it shall notify Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least two (2) full trading days prior to such sale, and the provision of such notice to Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the resale by such Holder of any Registrable Shares pursuant to the Registration Statement only if a sale pursuant to the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to sell any Registrable Shares, provided that such notice from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of each such 20-day period.

Notice and Approval. If any Holder shall propose to sell any Registrable Shares pursuant to the Registration Statement, it shall notify Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least two (2) full trading days prior to such sale, and the provision of such notice to Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the resale by such Holder of any Registrable Shares pursuant to the Registration Statement only if a sale pursuant to the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to sell any Registrable Shares, provided that such notice from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiroreffect. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of each such 20-day periodPeriod.

Notice and Approval. If any Holder shareholder shall propose to sell any Registrable Shares pursuant to the Registration StatementAmendment, it shall notify Acquiror Parent of its intent to do so (including the proposed manner and timing of all sales) at least two three (23) full trading days prior to such sale, and the provision of such notice to Acquiror Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder Selling Shareholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder Selling Shareholder expressly for inclusion in the Registration Statement Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror Parent may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, delay the resale by such Holder Selling Shareholder of any Registrable Shares pursuant to the Registration Statement only if Amendment by delivering to such Selling Shareholder a sale pursuant to written notification that Parent's Suspension Right has been exercised and is then in effect (the Registration Statement in its then current form without the addition of material"SUSPENSION NOTICE"); provided, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVERhowever, that in order to exercise this right, Acquiror the Suspension Notice must deliver a certificate in writing to be delivered within the Holder to such effect not later than the close of business on the second trading three (3) trading-day period following receipt of any such Selling Shareholder's notice from any Holder indicating an of intent to sell any Registrable Shares, provided that Securities under the Amendment so long as such notice from such Holder shall have included a working facsimile number for purposes of delivery of Parent's response. Upon receipt of the Suspension Notice, such response Selling Shareholder shall refrain from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in selling any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (pursuant to the Amendment in the open market until his, her or portion thereofits receipt of a supplemented or amended prospectus pursuant to Section 7(b) during below or written notice from Parent that the Registration Effective Period and, upon written request of any Holder, will notify such Holder suspension period has ended and use of the commencement date and ending date of each prospectus previously furnished to such 20-day periodSelling Shareholder may be resumed.

Notice and Approval. If any Holder a Equityholder shall propose to sell any (which may include an intent to sell an aggregate number of shares over a thirty (30) day period) Registrable Shares pursuant to the Registration Statement, he, she or it shall notify Acquiror Parent via any reasonable written means (including via e-mail) of its intent to do so (including the proposed manner and timing of all sales) at least two one (21) full trading days day prior to such sale, and the provision of such notice to Acquiror Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder Equityholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder Equityholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two one (21) trading-day period, Acquiror Parent may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) refuse to minimize any delay, the resale by permit such Holder of Equityholder to resell any Registrable Shares pursuant to the Registration Statement only if Statement; provided, however, that in order to exercise this right, Parent must deliver a certificate in writing to such Equityholder prior to the expiration of the one (1) trading day waiting period to the effect that a delay in such sale is necessary because a sale pursuant to the Registration Statement in its then then-current form without the addition of material, non-public information about Acquiror Parent, could reasonably constitute a violation of the federal securities laws; PROVIDED. If Parent does not refuse to permit such Equityholder to resell any Registrable Shares as provided above, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to then such Equityholder shall have the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent right to sell without further notice to Parent any Registrable Shares, or all of the shares identified in his notice to Parent within the time period identified in such notice (provided that such notice time period identified may not exceed 30 days from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder date of the commencement date and ending date of each such 20-day periodnotice).

Notice and Approval. If any Holder shall propose Whenever notice to sell any Registrable Shares pursuant to or approval by Grantee is required under the Registration Statementprovisions of Paragraphs B, it C, or D, Grantor shall notify Acquiror of its intent to do so Grantee in writing not less than sixty (including the proposed manner and timing of all sales60) at least two (2) full trading days prior to such salethe date Grantor intends to undertake the activity in question; however, and Grantee may waive or lessen the provision required period of time, provided said waiver is obtained in writing prior to the initiation of such activity. The notice shall describe the nature, scope, design, location, timetable and any other material aspect of the proposed activity in sufficient detail to Acquiror shall conclusively be deemed permit Grantee to reestablish and reconfirm make an agreement by such Holder informed judgment as to comply its consistency with the registration provisions set forth purposes of this Conservation Restriction. Where Grantee's approval is required, Grantee shall grant or withhold its approval in writing within sixty (60) days of the receipt of Grantor's written request. Xxxxxxx's written request shall specifically recite the length of time provided by this AgreementConservation Restriction for review and response by Xxxxxxx. Unless otherwise specified Xxxxxxx’s approval shall not be unreasonably withheld, but it shall only be granted upon a showing that the proposed activity shall not materially impair the purposes of this Conservation Restriction. Failure of Grantee to respond in such notice, such notice writing within sixty (60) days shall be deemed to constitute a representation that any information previously supplied approval by such Holder expressly for inclusion Grantee of the request as submitted, so long as there exists no violation hereunder and the request sets forth the provisions of this section relating to deemed approval after sixty (60) days in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day periodAny notice, Acquiror may delaydemand, consistent with Acquiror's obligations under Section 6.6(c)(iii) request, consent, approval or communication that either party desires or is required to minimize any delay, the resale by such Holder of any Registrable Shares pursuant give to the Registration Statement only if a sale pursuant other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows: To Grantor: Xxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxx P.O. Box 86 Delhi, NY 13753 To Grantee: Nantucket Land Council, Inc. Post Office Box 502 Nantucket, Massachusetts 02554 Attn: Xxxxxx Xxxxxxx or to such other address as either party from time to time shall designate by written notice to the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to sell any Registrable Shares, provided that such notice from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of each such 20-day periodother.

Notice and Approval. If any Holder Shareholder shall propose to sell any Registrable Shares pursuant to the Registration Statement, in addition to satisfaction of the requirements set forth in Exhibit C , it shall notify Acquiror IRET of its intent to do so (including the proposed manner and timing of all sales) at least two five (25) full trading days prior to such sale, and the provision of such notice to Acquiror IRET shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder Shareholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder Shareholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror IRET may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, delay the resale by such Holder Shareholder of any Registrable Shares pursuant to the Registration Statement only if by delivering to such Shareholder a sale pursuant to written notification that IRET's Suspension Right has been exercised and is then in effect (the Registration Statement in its then current form without the addition of material" Suspension Notice "); provided, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVERhowever, that in order to exercise this right, Acquiror the Suspension Notice must deliver a certificate in writing to be delivered within the Holder to such effect not later than the close of business on the second trading five (5) trading-day period following receipt of any such Shareholder's notice from any Holder indicating an of intent to sell any Registrable Shares, provided that Shares so long as such notice from such Holder shall have included a working facsimile number for purposes of delivery of IRET's response. Upon receipt of the Suspension Notice, such response Shareholder shall refrain from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in selling any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (in the open market until his, her or portion thereofits receipt of a supplemented or amended Prospectus pursuant to Section 10.3(b) during below or written notice from IRET that the Registration Effective Period and, upon written request of any Holder, will notify such Holder suspension period has ended and use of the commencement date and ending date of each Prospectus previously furnished to such 20-day periodShareholder may be resumed.

Notice and Approval. If any Holder stockholder shall propose to sell any Registrable Shares pursuant to the Registration StatementAmendment, it shall notify Acquiror the Company of its intent to do so (including the proposed manner and timing of all sales) at least two three (23) full trading days prior to such sale, and the provision of such notice to Acquiror the Company shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder Selling Stockholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder Selling Stockholder expressly for inclusion in the Registration Statement Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror The Company may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, delay the resale by such Holder Selling Stockholder of any Registrable Shares pursuant to the Registration Statement only if Amendment by delivering to such Selling Stockholder a sale pursuant to written notification that the Registration Statement Company’s Suspension Right has been exercised and is then in its then current form without effect (the addition of material"Suspension Notice"); provided, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVERhowever, that in order to exercise this right, Acquiror the Suspension Notice must deliver a certificate in writing to be delivered within the Holder to such effect not later than the close of business on the second trading three (3) trading-day period following receipt of any such Selling Stockholder’s notice from any Holder indicating an of intent to sell any Registrable Shares, provided that Securities under the Amendment so long as such notice from such Holder shall have included a working facsimile number for purposes of delivery of the Company’s response. Upon receipt of the Suspension Notice, such response Selling Stockholder shall refrain from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in selling any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (pursuant to the Amendment in the open market until his, her or portion thereofits receipt of a supplemented or amended prospectus pursuant to Section 7(b) during below or written notice from the Registration Effective Period and, upon written request of any Holder, will notify such Holder Company that the suspension period has ended and use of the commencement date and ending date of each prospectus previously furnished to such 20-day periodSelling Stockholder may be resumed.

Notice and Approval. If any Holder shareholder shall propose to sell ------------------- any Registrable Shares pursuant to the Registration Statement, it shall notify Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least two (2) full trading days prior to such salesale the ("Notice Period"), and the provision of such notice to Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder shareholder to comply with the registration provisions set forth in this Agreement. Such notice will be deemed given if given by email to both Acquiror's Vice President and General Counsel and Director of Investor Relations (xxxx.xxx@xxxxxx.xxx and -------------- xxxxxx.xxxxxxxx@xxxxxx.xxx). Unless otherwise specified in such notice, such -------------------------- notice shall be deemed to constitute a representation that any information previously supplied by such Holder shareholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, delay the resale by such Holder shareholder of any Registrable Shares pursuant to the Registration Statement only if by delivering to such shareholder a sale pursuant to written notification that Acquiror's Suspension Right has been exercised and is then in effect (the Registration Statement in its then current form without the addition of material"Suspension Notice"); provided, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVERhowever, that in order to exercise this right, Acquiror the Suspension Notice must deliver a certificate in writing to be -------- ------- delivered within the Holder to such effect not later than the close of business on the second trading two (2) trading-day period following receipt of any such shareholder's notice from any Holder indicating an of intent to sell any Registrable Shares, provided that Securities so long as such notice from such Holder shall have included a working facsimile number for purposes of delivery of Acquiror's response, and provided, further, that Acquiror may deliver a -------- ------- Suspension Notice during the Trading Window, in which case the Trading Window shall be extended day-for-day for each day such response Suspension Notice is in effect. Upon receipt of the Suspension Notice, such stockholder shall refrain from Acquirorselling any Registrable Shares in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 6.6(b) below or written notice from Acquiror that the suspension period has ended and use of the prospectus previously furnished to such stockholder may be resumed. Notwithstanding the foregoingUnless Acquiror delivers a Suspension Notice to a selling shareholder who has delivered notice pursuant to this Section 6.6(a), Acquiror will ensure that in any event the Holders such selling shareholder shall have at least twenty (20) trading fifteen business days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during following the Registration Effective Period and, upon written request of any Holder, will notify such Holder expiration of the commencement date and ending date Notice Period in which to effect the sale described in such notice (the "Trading Window"), although settlement of each such 20-day periodsales may occur after the Trading Window. Any other sale, or any sale after the Trading Window, shall require a new notice pursuant to this Section 6.6(a).

Notice and Approval. If any Holder one or more Holders shall propose to sell any Registrable Shares Securities pursuant to the Registration Statement, it such Holder or Holders shall notify Acquiror of its deliver to Amazxx.xxx xx least three trading days prior to such proposed sale a single written notice (a "Stockholder Sale Notice") notifying Amazxx.xxx xx their intent to do so sell (including the proposed manner and timing of all sales) at least two (2) full trading days prior to such sale), and the provision of such notice to Acquiror shall Amazxx.xxx xxxll conclusively be deemed to reestablish establish and reconfirm confirm an agreement by such Holder or Holders to sell such Registrable Securities in whole, or in part or not at all (without the necessity to provide a new Stockholder Sale Notice to Amazxx.xxx) xxthin a period ending on the tenth trading day following the first such sale and to comply with the other registration provisions set forth in this Agreement. Unless otherwise specified in such noticethe Stockholder Sale Notice, such notice Stockholder Sale Notice shall be deemed to constitute a representation that any information previously supplied by to such Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such noticeStockholder Sale Notice. At any time within such two (2) three-trading-day period, Acquiror may delayAmazxx.xxx xxx, consistent with Acquiror's obligations under pursuant to Section 6.6(c)(iii) 1.2(c), refuse to minimize any delay, permit the resale by such Holder of to resell any Registrable Shares Securities pursuant to the Registration Statement only Statement. To the extent Amazxx.xxx xxxll not exercise its rights pursuant to Section 1.2(c) hereof, Amazxx.xxx xxxll provide written notice to each of the other Holders regarding the availability of such ten trading day period; provided, however, that if a sale any such Holder does not receive such written Notice within three trading days of the Stockholder Sale Notice, such Holder may sell his, her or its Registrable Securities pursuant to the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to sell any Registrable Shares, provided that such notice from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of each such 20-day periodterms hereof.

Notice and Approval. If any Holder shall propose Whenever notice to sell any Registrable Shares pursuant to the Registration Statementor approval by Grantees is required, it Grantor shall notify Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least two (2) full trading Grantees in writing not less than 60 days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable and any other material aspect of the proposed activity in sufficient detail to permit the Grantees to make an informed judgment as to its consistency with the purposes of this Conservation Restriction. Where Grantees’ approval is required, Grantees shall grant or withhold approval in writing within 60 days of receipt of Grantor’s request. Grantees’ approval shall not be unreasonably withheld, but shall only be granted upon a showing that the proposed activity shall not materially impair the purposes of this Conservation Restriction. In the event that the Grantees cannot agree on a unified response to the Grantor, the matter shall, within the 45 days required, be referred to an appropriate authority, mutually agreed upon for review. Grantees shall notify Grantors and be entitled to an additional fifteen (15) days for such salea consultation. If these deliberations fail to yield agreement on a course of action, and the provision Grantees shall seek resolution through arbitration by an arbitrator mutually chosen by Grantees. The cost of such notice arbitration will be shared equally between the Grantees. The decision of the arbitrator shall be final and binding on the Parties. Failure of efforts to Acquiror reach a unified position prior to arbitration shall conclusively not constitute a violation of this Conservation Restriction and shall not be deemed construed as bad faith or contrary to reestablish and reconfirm an agreement by such Holder the purposes of this Conservation Restriction. Failure of Grantees to comply with the registration provisions set forth respond in this Agreement. Unless otherwise specified in such notice, such notice writing within 60 days shall be deemed to constitute a representation that any information previously supplied approval by such Holder expressly for inclusion Grantees of the request as submitted, so long as the request sets forth the provisions of this section relating to deemed approval after 60 days in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, the resale by such Holder of any Registrable Shares pursuant to requested activity is not prohibited herein, and the Registration Statement only if a sale pursuant to activity will not materially impair the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to sell any Registrable Shares, provided that such notice from such Holder shall have included a working facsimile number for conservation values or purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of each such 20-day periodthis Conservation Restriction.

Notice and Approval. If any Holder one or more Holders shall propose to sell any Registrable Shares Securities pursuant to the Registration Statement, it such Holder or Holders shall notify Acquiror of its deliver to Amazxx.xxx xx least three full trading days prior to such proposed sale a written notice (a "Stockholder Sale Notice") notifying Amazxx.xxx xx their intent to do so sell (including the proposed manner and timing of all sales) at least two (2) full trading days prior to such sale), and the provision of such notice to Acquiror shall Amazxx.xxx xxxll conclusively be deemed to reestablish establish and reconfirm confirm an agreement by such Holder or Holders to sell such Registrable Securities, in whole, in part or not at all (without the necessity to provide a new Stockholder Sale Notice to Amazxx.xxx), xithin a period ending on the tenth trading day following the first such sale and to comply with the other registration provisions set forth in this Agreement. Unless otherwise specified in such noticethe Stockholder Sale Notice, such notice Stockholder Sale Notice shall be deemed to constitute a representation that any information previously supplied by to such Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such noticeStockholder Sale Notice. At any time within such two (2) trading-three trading day period, Acquiror may delay, consistent with Acquiror's obligations Amazxx.xxx xxx exercise its rights under Section 6.6(c)(iii1.2(c) hereof. To the extent Amazxx.xxx xxxll not exercise its rights pursuant to minimize Section 1.2(c) hereof, Amazxx.xxx xxxll provide written notice to each of the other Holders regarding the availability of such ten trading day period; provided, however, that if any delay, the resale by such Holder does not receive such written notice within three trading days of any the Stockholder Sale Notice, such Holder may sell his, her or its Registrable Shares Securities pursuant to the Registration Statement only if a sale pursuant to the Registration Statement in its then current form without the addition of material, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVER, that in order to exercise this right, Acquiror must deliver a certificate in writing to the Holder to such effect not later than the close of business on the second trading day following receipt of any notice from any Holder indicating an intent to sell any Registrable Shares, provided that such notice from such Holder shall have included a working facsimile number for purposes of delivery of such response from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during the Registration Effective Period and, upon written request of any Holder, will notify such Holder of the commencement date and ending date of each such 20-day periodterms hereof.

Notice and Approval. If any Holder shareholder shall propose to sell any Registrable Shares pursuant to the Registration Statement, it shall notify Acquiror of its intent to do so (including the proposed manner and timing of all sales) at least two three (23) full trading days prior to such salesale the (“Notice Period”), and the provision of such notice to Acquiror shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder shareholder to comply with the registration provisions set forth in this Agreement. Such notice will be deemed given if given by email to both Acquiror’s Vice President and General Counsel and Director of Investor Relations (xxxx.xxx@xxxxxx.xxx and xxxxxx.xxxxxxxx@xxxxxx.xxx). Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder shareholder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, delay the resale by such Holder shareholder of any Registrable Shares pursuant to the Registration Statement only if by delivering to such shareholder a sale pursuant to written notification that Acquiror’s Suspension Right has been exercised and is then in effect (the Registration Statement in its then current form without the addition of material“Suspension Notice”); provided, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVERhowever, that in order to exercise this right, Acquiror the Suspension Notice must deliver a certificate in writing to be delivered within the Holder to such effect not later than the close of business on the second trading three (3) trading-day period following receipt of any such shareholder’s notice from any Holder indicating an of intent to sell any Registrable Shares, provided that Securities so long as such notice from such Holder shall have included a working facsimile number for purposes of delivery of Acquiror’s response, and provided, further, that Acquiror may deliver a Suspension Notice during the Trading Window, in which case the Trading Window shall be extended day-for-day for each day such response Suspension Notice is in effect. Upon receipt of the Suspension Notice, such stockholder shall refrain from Acquirorselling any Registrable Shares in the open market until his, her or its receipt of a supplemented or amended prospectus pursuant to Section 6.5(b) below or written notice from Acquiror that the suspension period has ended and use of the prospectus previously furnished to such stockholder may be resumed. Notwithstanding the foregoingUnless Acquiror delivers a Suspension Notice to a selling shareholder who has delivered notice pursuant to this Section 6.5(a), Acquiror will ensure that in any event the Holders such selling shareholder shall have at least twenty (20) trading fifteen business days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (or portion thereof) during following the Registration Effective Period and, upon written request of any Holder, will notify such Holder expiration of the commencement date and ending date Notice Period in which to effect the sale described in such notice (the “Trading Window”), although settlement of each such 20-day periodsales may occur after the Trading Window. Any other sale, or any sale after the Trading Window, shall require a new notice pursuant to this Section 6.5(a).

Notice and Approval. If any Holder shareholder shall propose to sell any Registrable Shares pursuant to the Registration StatementAmendment, it shall notify Acquiror Parent of its intent to do so (including the proposed manner and timing of all sales) at least two three (23) full trading days prior to such sale, and the provision of such notice to Acquiror Parent shall conclusively be deemed to reestablish and reconfirm an agreement by such Holder Selling Shareholder to comply with the registration provisions set forth in this Agreement. Unless otherwise specified in such notice, such notice shall be deemed to constitute a representation that any information previously supplied by such Holder Selling Shareholder expressly for inclusion in the Registration Statement Amendment (as the same may have been superseded by subsequent such information) is accurate as of the date of such notice. At any time within such two (2) trading-day period, Acquiror Parent may delay, consistent with Acquiror's obligations under Section 6.6(c)(iii) to minimize any delay, delay the resale by such Holder Selling Shareholder of any Registrable Shares pursuant to the Registration Statement only if Amendment by delivering to such Selling Shareholder a sale pursuant to written notification that Parent’s Suspension Right has been exercised and is then in effect (the Registration Statement in its then current form without the addition of material“SUSPENSION NOTICE”); provided, non-public information about Acquiror could reasonably constitute a violation of the federal securities laws; PROVIDED, HOWEVERhowever, that in order to exercise this right, Acquiror the Suspension Notice must deliver a certificate in writing to be delivered within the Holder to such effect not later than the close of business on the second trading three (3) trading-day period following receipt of any such Selling Shareholder’s notice from any Holder indicating an of intent to sell any Registrable Shares, provided that Securities under the Amendment so long as such notice from such Holder shall have included a working facsimile number for purposes of delivery of Parent’s response. Upon receipt of the Suspension Notice, such response Selling Shareholder shall refrain from Acquiror. Notwithstanding the foregoing, Acquiror will ensure that in selling any event the Holders shall have at least twenty (20) trading days (prorated for partial quarters) available to sell Registrable Shares during each calendar quarter (pursuant to the Amendment in the open market until his, her or portion thereofits receipt of a supplemented or amended prospectus pursuant to Section 7(b) during below or written notice from Parent that the Registration Effective Period and, upon written request of any Holder, will notify such Holder suspension period has ended and use of the commencement date and ending date of each prospectus previously furnished to such 20-day periodSelling Shareholder may be resumed.