Common use of Blackout Period Clause in Contracts

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the board of directors of the Company determines in good faith that such registration or the sale by the Purchasers of Registrable Securities under such Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or negotiations, proposed offering of Common Stock by the Company on its behalf or pursuant to the requirements of Regulation FD under the Exchange ActRegistration Rights Agreement dated September 3, 2013 between the Company will immediately notify and stockholders specified in such agreement, discussions or pending proposals with respect thereto or (ii) would require the Investor upon disclosure of material non-public information the occurrence disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, be materially adverse to the interests of the Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company may not be postponed and the use or effectiveness of any Registration Statement may not be suspended (A) in the case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the following events in pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securitiesthereto; (iB) receipt in the case of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; clause (ii) above, until the issuance earlier to occur of the filing by the SEC Company of its next succeeding Form 10-K or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement Form 10-Q or the initiation of any proceedings for that purposedate upon which such information is otherwise publicly disclosed by the Company; or (iiiC) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so thatevent, in the case of either clause (i) or (ii) above, for more than 90 days after the Registration Statement, it will date of the determination of the board of directors of the Company; provided that the Company may not contain any untrue statement postpone the filing or effectiveness of a material fact Registration Statement (or omit amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an aggregate of 90 days in any 365-day period. In addition to state any material fact required the foregoing, the Company shall have the right to be stated therein or necessary suspend the Purchasers’ ability to make the statements therein not misleading, and that use a Prospectus in the case of the related prospectus, it will not contain any untrue statement connection with non-underwritten sales off of a material fact or omit Registration Statement during each of its regular quarterly blackout periods applicable to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances directors and senior officers under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment ’s policies in existence from time to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectustime. The Company shall not deliver be required to effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the Investor any Optional Purchase Notice during extent the continuation of any of Company reasonably concludes, after consultation in good faith with the foregoing eventsrelevant Purchasers, that the Company cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such offering without undue burden.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the (a) The Company will immediately notify the --------------- Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Statement, or for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Put Notice during the continuation of any of the foregoing events.

Blackout Period. Subject The Company may postpone the filing or effectiveness of any Registration Statement (or amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement (and in each case suspend any other related action otherwise contemplated hereunder) for a reasonable “blackout period” if the board of directors of the Company determines in good faith that such registration or the sale by the Purchaser of Registrable Securities under such Registration Statement at such time (i) would adversely affect a pending or proposed significant corporate event, proposed financing or (ii) would require the disclosure of material non-public information the disclosure of which at such time would, in the good faith judgment of the board of directors of the Company, be materially adverse to the requirements interests of Regulation FD under the Exchange Act, Company; provided that the filing or effectiveness of a Registration Statement (or amendment or supplement thereto) by the Company will immediately notify may not be postponed and the Investor upon use or effectiveness of any Registration Statement may not be suspended (A) in the occurrence case of clause (i) above, for more than ten (10) days after the abandonment or consummation of any of the following events in pending or proposed significant corporate event, proposed financing or the negotiations, discussions or pending proposals with respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securitiesthereto; (iB) receipt in the case of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; clause (ii) above, until the issuance earlier to occur of the filing by the SEC Company of its next succeeding Form 10-K or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement Form 10-Q or the initiation of any proceedings for that purposedate upon which such information is otherwise publicly disclosed by the Company; or (iiiC) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so thatevent, in the case of either clause (i) or (ii) above, for more than 90 days after the Registration Statement, it will date of the determination of the Board of Directors; provided that the Company may not contain any untrue statement postpone the filing or effectiveness of a material fact Registration Statement (or omit amendment or supplement thereto) or suspend the use or effectiveness of any Registration Statement for more than an aggregate of 90 days in any 365-day period. In addition to state any material fact required the foregoing, the Company shall have the right to be stated therein or necessary suspend the Purchaser’s ability to make the statements therein not misleading, and that use a Prospectus in the case of the related prospectus, it will not contain any untrue statement connection with non-underwritten sales off of a material fact or omit Registration Statement during each of its regular quarterly blackout periods applicable to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances directors and senior officers under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment ’s policies in existence from time to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectustime. The Company shall not deliver be required to effectuate an underwritten offering (during such a regular quarterly blackout period or otherwise) to the Investor any Optional Purchase Notice during extent the continuation of any of Company reasonably concludes, after consultation in good faith with the foregoing eventsPurchaser, that the Company cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such offering without undue burden.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the --------------- Investor upon the occurrence of any of the following events in respect of a the Registration Statement or related prospectus in respect of an offering of Registrable Securities; Prospectus: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectusProspectus. The Company shall not deliver to the Investor any Optional Put Purchase Notice during the continuation of any of the foregoing eventsevents or if the Company has knowledge that any of the foregoing events will occur within ten (10) days of such knowledge. If the Registration Statement shall cease to be effective for any reason whatsoever (other than as a result of any actions or omissions of the Investor), the Company shall immediately take all necessary action to cause the Registration Statement to be amended or supplemented so as to cure the default. Failure to cure such default within fifteen (15) business days shall result in the Company paying a liquidated damage penalty of $1,000 per day for so long as more than 10,000 shares of Common Stock are held by the Investor.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a the Registration Statement or related prospectus in respect of an offering of Registrable Securities; Prospectus: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectusProspectus. The Company shall not deliver to the Investor any Optional Put Purchase Notice during the continuation of any of the foregoing eventsevents or if the Company has knowledge that any of the foregoing events will occur within ten (10) days of such knowledge. If the Registration Statement shall cease to be effective for any reason whatsoever (other than as a result of any actions or omissions of the Investor), the Company shall immediately take all necessary action to cause the Registration Statement to be amended or supplemented so as to cure the default. Failure to cure such default within fifteen (15) business days shall result in the Company paying a liquidated damage penalty of $1,000 per day for so long as more than 10,000 shares of Common Stock are held by the Investor. Additionally, if the Registration Statement is not declared effective by the Effectiveness Date (as defined in the Registration Rights Agreement), the amount of A Warrants issued to the Investor shall increase by five percent (5%) for each thirty (30) day period that the Registration Statement is not declared effective after the Effectiveness Date (as defined in the Registration Rights Agreement). If the Registration Statement is not declared effective by the 150th day after the date hereof, the Investor shall have the right to terminate this Agreement and retain the A Warrants.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the (a) The Company will immediately notify the --------------- Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement Statement, or for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the ---------------- Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; : (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.to

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the --------------- Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a the Registration Statement or related prospectus in respect of an offering of Registrable Securities; Prospectus: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectusProspectus. The Company shall not deliver to the Investor any Optional Put Purchase Notice during the continuation of any of the foregoing eventsevents or if the Company has knowledge that any of the foregoing events will occur within ten (10) days of such knowledge. If the Registration Statement shall cease to be effective for any reason whatsoever, the Company shall immediately take all necessary action to cause the Registration Statement to be amended or supplemented so as to cure the default. Upon notification by the Company to the Investor of any of the foregoing events or notification to Investor by the Company that any of the foregoing events has occurred, Investor will cease making any sales under the Registration Statement until notice from the Company stating that the event no longer will prohibit Investor' s sales and Investor may begin making sales pursuant to this agreement.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the (a) The Company will immediately notify the Investor Agent upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that which makes any statement made in such Registration Statement the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that which requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vvi) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the (a) The Company will immediately notify the Investor Investors upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable SecuritiesEquity Offerings; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that which makes any statement made in such Registration Statement the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that which requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vvi) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor Investors any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor Investors any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the (a) The Company will immediately notify the --------------- Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to Notwithstanding the requirements of Regulation FD under the Exchange Actforegoing obligations, the Company will immediately notify may, upon written notice to the Investor upon Purchaser, which notice shall not contain any information that is or the occurrence Company reasonably believes is material non-public information, for a reasonable period of any time after effectiveness, not to exceed 30 days (each, a “Blackout Period”), delay the filing of the following events in respect of an amendment to a Registration Statement or related prospectus suspend the effectiveness or use of any Registration Statement, in respect of an offering of Registrable Securities; the event that (i) receipt negotiation or consummation of any request for additional information a transaction by the SEC Company is pending or any other federal an event has occurred, which negotiation, consummation or state governmental authority during event, the period Company’s Board of effectiveness Directors (the “Board”) reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for amendments or supplements to preserving as confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any an event occurs that makes any statement of a material fact made in such Registration Statement or related prospectus or Statement, including any document incorporated or deemed to be incorporated therein by reference therein, untrue in any material respect or that requires the making of any additions or changes in the Registration Statement, related prospectus or documents so that, Statement in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make the statements therein not misleading; provided, however, that any Blackout Period shall terminate upon the earlier of (A) the expiration of such 30-day period or (B) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 6.1(f), the Company shall (x) as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchaser authorizing the Purchaser to resume offerings and sales pursuant to such Registration Statement, and that in the case (y) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the related prospectusPurchaser in accordance with the terms of this Agreement in connection with any sale of Shares with respect to which the Purchaser has entered into a contract for sale, it will not contain any untrue statement and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Purchaser’s receipt of the notice of a material fact Blackout Period and for which the Purchaser has not yet settled. If, as a result thereof, the prospectus included in such Registration Statement has been amended or omit supplemented to state any material fact required to be stated therein or necessary to make comply with the statements therein, in the light requirements of the circumstances under which they were madeSecurities Act, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available shall enclose such revised prospectus with the notice to the Investor any such supplement or amendment Purchaser given pursuant to the related prospectusthis Section 6. The Company shall be entitled to exercise its rights under this Section 6.1(f) not deliver to more than once in any six (6) month period; provided, however, that the Investor aggregate number of days of all Blackout Periods hereunder shall not exceed 60 days in any Optional Purchase Notice during twelve (12) month period. After the continuation expiration of any Blackout Period and without further request from the Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the foregoing eventsRegistration Statement, or the filing of other documents, as necessary to allow the Purchaser to resell the Shares as set forth herein.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the ----------------- Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; securities required to be registered under this Agreement or the Registration Rights Agreement: (ia) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (iib) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement registration statement or the initiation of any proceedings for that purpose; (iiic) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities such registrable securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (ivd) the happening of any event that which makes any statement made in such Registration Statement the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that which requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ve) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Investor shall not deliver to the Company any Optional Purchase Notice, and the Company shall not deliver to the Investor any Optional Mandatory Purchase Notice or Additional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; : (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Put Purchase Notice during the continuation of any of the foregoing eventsevents or if the Company has knowledge that any of the foregoing events will occur within ten (10) days of such knowledge.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securities; : (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement and for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to Notwithstanding the requirements of Regulation FD under the Exchange Actforegoing obligations, the Company will immediately notify may, upon written notice to the Investor upon Purchasers, which notice shall not contain any information that is or the occurrence Company reasonably believes is material non-public information, for a reasonable period of any time after effectiveness, not to exceed 30 days (each, a “Blackout Period”), delay the filing of the following events in respect of an amendment to a Registration Statement or related prospectus suspend the effectiveness or use of any Registration Statement, in respect of an offering of Registrable Securities; the event that (i) receipt negotiation or consummation of any request for additional information a transaction by the SEC Company is pending or any other federal an event has occurred, which negotiation, consummation or state governmental authority during event, the period Company’s Board of effectiveness Directors (the “Board”) reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for amendments or supplements to preserving as confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Board, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements, or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any an event occurs that makes any statement of a material fact made in such Registration Statement or related prospectus or Statement, including any document incorporated or deemed to be incorporated therein by reference therein, untrue in any material respect or that requires the making of any additions or changes in the Registration Statement, related prospectus or documents so that, Statement in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary order to make the statements therein not misleading; provided, however, that any Blackout Period shall terminate upon the earlier of (A) the expiration of such 30-day period or (B) the completion, resolution or public announcement of the relevant transaction or event. If the Company suspends the effectiveness of a Registration Statement pursuant to this Section 6.1(f), the Company shall (x) as promptly as reasonably practicable following the termination of the circumstance which entitled the Company to do so, take such actions as may be necessary to reinstate the effectiveness of such Registration Statement and give written notice to the Purchasers authorizing the Purchasers to resume offerings and sales pursuant to such Registration Statement, and that (y) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of any Purchaser in accordance with the case terms of this Agreement in connection with any sale of Shares and/or Warrant Shares with respect to which a Purchaser has entered into a contract for sale, and delivered a copy of the related prospectusprospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), it will not contain any untrue statement prior to the Purchaser’s receipt of the notice of a material fact Blackout Period and for which the Purchaser has not yet settled. If, as a result thereof, the prospectus included in such Registration Statement has been amended or omit supplemented to state any material fact required to be stated therein or necessary to make comply with the statements therein, in the light requirements of the circumstances under which they were madeSecurities Act, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available shall enclose such revised prospectus with the notice to the Investor any such supplement or amendment Purchaser given pursuant to the related prospectusthis Section 6. The Company shall be entitled to exercise its rights under this Section 6.1(f) not deliver to more than once in any six (6) month period; provided, however, that the Investor aggregate number of days of all Blackout Periods hereunder shall not exceed 60 days in any Optional Purchase Notice during twelve (12) month period. After the continuation expiration of any Blackout Period and without further request from the Purchaser, the Company shall effect the filing (or if required amendment or supplement) of the foregoing eventsRegistration Statement, or the filing of other documents, as necessary to allow the Purchaser to resell the Shares and/or Warrant Shares as set forth herein.

Blackout Period. Subject to the requirements of Regulation FD --------------- under the Exchange Act, the Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor Purchasers upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; , (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement registration statement or the initiation of any proceedings for that purpose; , (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that which makes any statement made in such Registration Statement the registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that which requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor Purchasers any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor Purchasers any Optional Purchase Notice or Mandatory Purchase Notice during the continuation of any of the foregoing events.

Blackout Period. Subject to the requirements of Regulation FD under the Exchange Act, the The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement registration statement or related prospectus in respect of an offering of Registrable Securities; : (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement registration statement for amendments or supplements to the Registration Statement registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statementregistration statement, related prospectus or documents so that, in the case of the Registration Statementregistration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement registration statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Optional Put Purchase Notice during the continuation of any of the foregoing eventsevents or if the Company has knowledge that any of the foregoing events will occur within twenty (20) days of such knowledge.