Common use of Blackout Periods Clause in Contracts

Blackout Periods. Notwithstanding the foregoing obligations in Section 6.1, 6.2 and 6.3, if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company to maintain the effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that would interfere with such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery of such notice to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day period. If the Company exercises such right, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Purchaser to such effect.

Blackout Periods. Notwithstanding the foregoing obligations in Section 6.1, 6.2 and 6.3, if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company to maintain the effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that would interfere with such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery of such notice to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day period. If the Company exercises such right, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Purchaser to such effect.. Execution Copy

Blackout Periods. Notwithstanding the foregoing obligations in With respect to a Shelf Registration filed or to be filed pursuant to Section 6.1, 6.2 and 6.32 hereof, if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment majority of the Company’s Board of Directors it would be materially detrimental to of the Company shall determine, in its good faith reasonable judgment, that to maintain the continued effectiveness of such Shelf Registration Statement or to permit such Shelf Registration to become effective (or, or if no a Subsequent Shelf Registration Statement has yet been filed or become effectiveis otherwise required to be filed, to file such Shelf Registration) would be significantly disadvantageous to the Company's financial condition, business, operations or prospects (a Registration Statement "Disadvantageous Condition") in light of the existence, or cause it to become effective) because such action would in anticipation, of (i) require any acquisition or financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering of debt or equity securities, (ii) an undisclosed material event, the public disclosure of which would have a material non-public information concerning any adverse effect on the Company, (iii) a proposed material transaction or negotiations involving the Company or any a substantial amount of its affiliates that would interfere with such transaction assets, or negotiations, (iiiv) otherwise require premature any other circumstance or condition the disclosure of which would materially disadvantage the Company, and the existence of which renders a Subsequent Shelf Registration to be filed, or any Shelf Registration then filed or effective, inadequate as failing to include material information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have may, until such Disadvantageous Condition no longer exists (but not with respect to more than four occasions nor for more than 180 days in the aggregate nor involving more than 60 days in the aggregate during any continuous 12-month period) cause such Shelf Registration to be withdrawn and/or cause the right of Holders to defer taking make dispositions of Registrable Securities pursuant to such Shelf Registration to be suspended, or, in the case of a Subsequent Shelf Registration that has not yet been filed, elect not to file such Subsequent Shelf Registration; provided, however, that the Company may not take any such action until the elapse of 120 days following the commencement of the Effectiveness Period; and provided, further, that the Company may not take any such action unless it simultaneously takes similar action with respect to any filing or cause such other Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that Statements of the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery of such notice that are then effective or that are contemplated or required to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day periodbe filed. If the Company exercises such right, it will provide written notice thereof determines to take any action pursuant to the Purchaserpreceding sentence, and upon the Company shall deliver a notice to each Holder of Registrable Securities covered or to be covered under such Shelf Registration, which indicates that the Shelf Registration is no longer effective or usable or will not be filed. Upon the receipt of any such notice, the Purchaser such Persons shall forthwith discontinue any sale of Registrable Securities pursuant to such Shelf Registration and any use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such noticeShelf Registration. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify any Holders who shall have ceased selling Registrable Securities pursuant to an effective Shelf Registration as a result of such Disadvantageous Condition, indicating such cessation and disclosing in reasonable detail the Purchaser nature and outcome of such Disadvantageous Condition. The Company shall, if any Shelf Registration required to be filed or maintained under this Agreement has been withdrawn or not filed, file promptly, at such effecttime as it in good faith deems the earliest practicable time, a new Shelf Regisxxxxxxx xxvering the Registrable Securities that were covered by such withdrawn Shelf Registration or to be covered by such unfiled Shelf Registration.

Blackout Periods. Notwithstanding (a) Holders agree that the foregoing obligations Company shall be entitled to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such sales), a Demand Registration and to require them to discontinue the disposition of their securities covered by a Shelf Registration during any General Blackout Period (as defined below) (i) if the board of directors of the Company determines in Section 6.1good faith that effecting such a registration or continuing such disposition at such time would have an adverse effect upon (A) a proposed sale of all (or substantially all) of the assets of the Company or a merger, 6.2 and 6.3reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Company or (B) any other material financing, acquisition or extraordinary corporate transaction, or (ii) if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that is in the good faith judgment possession of the Company’s Board of Directors it would be materially detrimental to the Company to maintain the effectiveness of such Registration Statement (ormaterial, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving which the board of directors of the Company or any determines in good faith is not in the best interests of its affiliates that would interfere with such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Actdisclose in a registration statement at such time, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”)provided, then the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; providedhowever, that the Company shall not exercise may delay the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such rights sales), a Demand Registration and require the Holders of Registrable Securities referred to in this Section 2.6(a) to discontinue the disposition of their securities covered by a Shelf Registration only for a reasonable period of more than sixty time not to exceed 30 days (60or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public) consecutive days from (each, a "General Blackout Period"); provided, further, that the date effectiveness period of delivery any Demand Registration shall be extended by the number of such notice to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day General Blackout Period to the extent that the Registration Statement already was effective at the commencement of the General Blackout Period. There shall not be more than three General Blackout Periods in any 12 month period. If the Company exercises such right, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the The Company shall promptly notify the Purchaser Holders referred to in this Section 2.6(a) in writing (a "General Blackout Notice") of any decision to postpone the filing or effectiveness of, or sales under (unless they have already contractually agreed to make such effectsales), a Demand Registration or to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.6 and shall include an undertaking by the Company to promptly notify the Holders referred to in this Section 2.6(a) as soon as a Demand Registration may be effected or sales of Registrable Securities covered by a Demand Registration or Shelf Registration may resume.

Blackout Periods. Notwithstanding the foregoing obligations anything in Section 6.15.1 to the contrary, 6.2 and 6.3, if the Company furnishes shall be entitled to postpone and delay the Purchaser a certificate signed by filing or effectiveness (but not the Company’s chief executive officer stating that preparation) of any registration statement or the offer or sale of any Registrable Shares thereunder (i) for reasonable periods of time in advance of the good faith judgment release of the Company’s Board quarterly and annual financial results and (ii) for reasonable periods of Directors it time, not in excess of an aggregate of sixty (60) calendar days in any twelve (12)-month period and in no event more than two times in any twelve (12)-month period (any such postponement and delay permitted by this Section 5.2 being, a “Blackout Period”), if (A) the Conflicts Committee determines in its good faith judgment that any such filing or effectiveness of a registration statement or the offering or sale of any Registrable Shares thereunder would be (1) materially detrimental to impede, materially delay or otherwise materially interfere with any pending or proposed material acquisition, disposition, corporate reorganization or other similar material transaction involving the Company as to maintain which the effectiveness Company has taken substantial steps and is proceeding with reasonable diligence to effect, (2) materially adversely affect any registered underwritten public offering of the Company’s securities for the Company’s account as to which the Company has taken substantial steps (including, but not limited to, selecting a managing underwriter for such Registration Statement offering) and is proceeding with reasonable diligence to effect such offering, or (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i3) require the public disclosure of material non-public information concerning any transaction which, in the reasonable discretion of the Company Board, acting in good faith, would have a material adverse effect on the business, operations or negotiations involving management of the Company or any of its affiliates that would interfere with Affiliates if disclosed at such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous time or (iiiB) render the Company unable Conflicts Committee determines in its good faith judgment that it is necessary to comply with requirements under amend or supplement the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel affected registration statement or the Tel Aviv Stock Exchange (related prospectus so that such registration statement or prospectus shall not include an untrue statement of a “Disadvantageous Condition”), then material fact or omit to state a material fact required to be stated therein or necessary to make the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall existstatements therein not misleading; provided, however, that the Company shall not exercise such rights for a period give written notice to each Amneal Group Member that holds Registrable Shares of more than sixty (60) consecutive days from its determination to postpone or delay the date of delivery filing of such registration statement or other imposition of a Blackout Period and a general statement of the reason for such deferral and an approximation of the anticipated delay; provided, further, that in the event that the Company proposes to register shares of Class A Common Stock (other than in connection with a registered underwritten public offering of the Company’s securities for the Company’s account) during a Blackout Period, the Company shall not pursuant to this Section 5.2 be entitled to postpone or delay the filing or effectiveness of any registration statement or the offer or sale of any Registrable Shares during such Blackout Period. Upon notice by the Company to Amneal Group of any such determination, each Amneal Group Member shall, except as required by applicable Law, keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any shares of Class A Common Stock pursuant to the Purchaserregistration statement for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the filing or effectiveness of a registration statement or other imposition of a Blackout Period pursuant to this Section 5.2 shall be lifted as soon as practicable (and in no event later than the 46th calendar day in any 12-month period), and the Company shall promptly (and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred within five (1005) days in any 365-day period. If the Company exercises such rightBusiness Days) notify each Amneal Group Member, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Purchaser circumstances giving rise to such effectBlackout Period no longer being present.

Blackout Periods. Notwithstanding anything herein to the foregoing obligations contrary, (a) no Holder may sell any securities pursuant to Section 6.2 or Section 6.3 and (b) any registration statement may be suspended or a filing delayed by the Company, in Section 6.1, 6.2 and 6.3either case, if the Company furnishes to notifies the Purchaser a certificate signed by the Company’s chief executive officer stating Holders that it has determined in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company to maintain the effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would that (i) require it is in the public best interest of the Company not to disclose the existence of, or facts surrounding, any proposed or pending significant business transaction, financial project, acquisition, merger or corporate reorganization or other material development involving the Company, the disclosure of material non-public information concerning any transaction or negotiations involving which would reasonably be expected to materially adversely affect the Company or any of its affiliates that would interfere with such transaction business, or negotiations, (ii) otherwise require premature disclosure a significant business transaction, acquisition or merger has occurred and any financial statements or pro forma financial information required to be included or incorporated by reference in a registration statement or prospectus by Regulation S-X are unavailable without unreasonable effort and expense; provided that any Demand Holder may withdraw all or a portion of information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have the right to defer taking action with respect to its Demand Registration during any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period Blackout Period without it counting as a Disadvantageous Condition shall existDemand Registration; provided, further, that (A) the Company shall may not exercise such rights for a period delay the filing or effectiveness of, or suspend, any registration statement in excess of more than sixty one-hundred and twenty (60) consecutive days from the date of delivery of such notice to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100120) days in any 365calendar year (such period and the seven (7) days prior to any one-day hundred and twenty (120)-day period. If , a “Blackout Period”), plus an extension period, which shall be no longer than seventeen (17) days, as may be proposed by the Company exercises such right, it will provide written notice thereof managing underwriter solely to the Purchaserextent required to address FINRA regulations regarding the publishing of research, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in (B) such registration statement as provided in this Section 6 shall remain effective subsequent to the cessation of such Blackout Period for a number of days equal to the Blackout Period, and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, (C) the Company shall promptly notify the Purchaser to such effectmay not file any registration statement during a Blackout Period.

Blackout Periods. Notwithstanding the foregoing obligations in With respect to a Shelf ---------------- Registration filed or to be filed pursuant to Section 6.1, 6.2 and 6.33 hereof, if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to of the Company shall determine, in its good faith reasonable judgment, that to maintain the continued effectiveness of such Shelf Registration Statement or to permit such Shelf Registration to become effective (or, or if no Shelf Registration Statement has yet been filed or become effectivefiled, to file such Shelf Registration) would be significantly disadvantageous to the Company's financial condition, business or prospects (a Registration Statement "Disadvantageous Condition") in light of the existence, or cause it to become effective) because such action would in anticipation, of ------------------------- (i) require any acquisition or financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering, (ii) an undisclosed material event, the public disclosure of which would have a material non-event, the public information concerning any disclosure of which would have a material adverse effect on the Company, (iii) a proposed material transaction or negotiations involving the Company or any a substantial amount of its affiliates that would interfere with such transaction assets, or negotiations, (iiiv) otherwise require premature any other circumstance or condition the disclosure of which would materially disadvantage the Company, and the existence of which renders any Shelf Registration to be filed, or any Shelf Registration then filed or effective, inadequate as failing to include material information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have may, until such Disadvantageous Condition no longer exists (but not with respect to more than four occasions, nor for more than 105 days in the aggregate, nor involving more than 45 days in the aggregate during any continuous 12-month period) cause the right of Holders to defer taking make dispositions of Registrable Shares pursuant to such Shelf Registration to be suspended, or in the case of a Shelf Registration that has not yet been filed, elect not to file such Shelf Registration; provided, however, that the Company may not take any -------- ------- such action unless it simultaneously takes the same action with respect to any filing or cause such other Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that Statements of the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery of such notice that are then effective or that are contemplated or required to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day periodbe filed. If the Company exercises such right, it will provide written notice thereof determines to take any action pursuant to the Purchaserpreceding sentence, and upon the Company shall deliver a notice to all Holders of Registrable Shares covered or to be covered under such Shelf Registration, which indicates that the Shelf Registration is no longer effective or useable or will not be filed. Upon the receipt of any such notice, the Purchaser such Persons shall forthwith discontinue any sale of Registrable Shares pursuant to such Shelf Registration and any use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such noticeShelf Registration. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify all Holders of Registrable Shares covered by such Shelf Registration indicating such cessation and disclosing in reasonable detail the Purchaser nature and outcome of such Disadvantageous Condition. The Company shall, if any Shelf Registration required to be filed or maintained under this Agreement has been not filed, file promptly, at such effecttime as it in good xxxxx xxxxx the earliest practicable time, a new Shelf Registration covering the Registrable Shares which are outstanding as of the date of such filing.

Blackout Periods. Notwithstanding the foregoing obligations in Section 6.1, 6.2 and 6.3, if the Company furnishes to the Purchaser a certificate signed by the Company’s 's chief executive officer stating that in the good faith judgment of the Company’s 's Board of Directors it would be materially detrimental to the Company to maintain the effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that would interfere with such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery of such notice to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day period. If the Company exercises such right, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Purchaser to such effect.

Blackout Periods. Notwithstanding the foregoing obligations in Section 6.1, 6.2 and 6.3, if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company to maintain the effectiveness of such Registration Statement (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company or any of its affiliates that would interfere with such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that the Company shall not exercise such rights for a period of more than sixty (60) 60 consecutive days from the date of delivery of such notice to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) 100 days in any 365-day period. If the Company exercises such right, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Purchaser to such effect.

Blackout Periods. Notwithstanding the foregoing obligations in With respect to a Shelf Registration filed or to be filed pursuant to Section 6.1, 6.2 and 6.32 hereof, if the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that in the good faith judgment majority of the Company’s Board of Directors it would be materially detrimental to of the Company shall determine, in its good faith reasonable judgment, that to maintain the continued effectiveness of such Shelf Registration Statement or to permit such Shelf Registration to become effective (or, or if no a Subsequent Shelf Registration Statement has yet been filed or become effectiveis otherwise required to be filed, to file such Shelf Registration) would be significantly disadvantageous to the Company's financial condition, business, operations or prospects (a Registration Statement "Disadvantageous Condition") in light of the existence, or cause it to become effective) because such action would in anticipation, of (i) require any acquisition or financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering of debt or equity securities, (ii) an undisclosed material event, the public disclosure of which would have a material non-public information concerning any adverse effect on the Company, (iii) a proposed material transaction or negotiations involving the Company or any a substantial amount of its affiliates that would interfere with such transaction assets, or negotiations, (iiiv) otherwise require premature any other circumstance or condition the disclosure of which would materially disadvantage the Company, and the existence of which renders a Subsequent Shelf Registration to be filed, or any Shelf Registration then filed or effective, inadequate as failing to include material information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have may, until such Disadvantageous Condition no longer exists (but not with respect to more than four occasions nor for more than 180 days in the aggregate nor involving more than 60 days in the aggregate during any continuous 12-month period) cause such Shelf Registration to be withdrawn and/or cause the right of Holders to defer taking make dispositions of Registrable Securities pursuant to such Shelf Registration to be suspended, or, in the case of a Subsequent Shelf Registration that has not yet been filed, elect not to file such Subsequent Shelf Registration; provided, however, that the Company may not take any such action until the elapse of 120 days following the commencement of the Effectiveness Period; and provided, further, that the Company may not take any such action unless it simultaneously takes similar action with respect to any filing or cause such other Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that Statements of the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery of such notice that are then effective or that are contemplated or required to the Purchaser, and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred (100) days in any 365-day periodbe filed. If the Company exercises such right, it will provide written notice thereof determines to take any action pursuant to the Purchaserpreceding sentence, and upon the Company shall deliver a notice to each Holder of Registrable Securities covered or to be covered under such Shelf Registration, which indicates that the Shelf Registration is no longer effective or usable or will not be filed. Upon the receipt of any such notice, the Purchaser such Persons shall forthwith discontinue any sale of Registrable Securities pursuant to such Shelf Registration and any use of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such noticeShelf Registration. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify any Holders who shall have ceased selling Registrable Securities pursuant to an effective Shelf Registration as a result of such Disadvantageous Condition, indicating such cessation and disclosing in reasonable detail the Purchaser nature and outcome of such Disadvantageous Condition. The Company shall, if any Shelf Registration required to be filed or maintained under this Agreement has been withdrawn or not filed, file promptly, at such effecttime as it in good xxxxx xxxxx the earliest practicable time, a new Shelf Registration covering the Registrable Securities that were covered by such withdrawn Shelf Registration or to be covered by such unfiled Shelf Registration.

Blackout Periods. Notwithstanding the foregoing obligations in With respect to a Shelf Registration filed or to be filed pursuant to Section 6.1, 6.2 and 6.32 hereof or a Demand Registration requested under Section 3 hereof, if the members of the Company furnishes to the Purchaser a certificate signed by the Company’s chief executive officer stating that shall determine, in the its good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company reasonable judgment, that to maintain the effectiveness of such Registration Statement registration statement or to permit such registration statement to become effective (or, or if no Registration Statement registration statement has yet been filed or become effectivefiled, to file such registration statement) would be significantly disadvantageous to the Company's financial condition, business or prospects ( a Registration Statement "Disadvantageous Condition") in light of the existence, or cause it to become effective) because such action would in anticipation, of (i) require any acquisition of financing activity involving the Company, or any subsidiary of the Company, including a proposed public offering or private placement, (ii) an undisclosed material event, the public disclosure of which could have a material non-public information concerning any adverse effect on the Company, (iii) a proposed material transaction or negotiations involving the Company or any a substantial amount of its affiliates that would interfere with such transaction assets, or negotiations, (iiiv) otherwise require premature any other circumstance or condition the disclosure of which would materially disadvantage the Company, and the existence of which renders any to be filed, then filed or effective registration statement inadequate as failing to include material information, in either case that would be significantly disadvantageous or (iii) render the Company unable to comply with requirements under the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel or the Tel Aviv Stock Exchange (a “Disadvantageous Condition”), then the Company shall have the right to defer taking action may, until such Disadvantageous Condition no longer exists (but not with respect to more than 180 days in the aggregate nor involving more than 90 consecutive days during any filing or 12-month period) cause such Registration Statement or other filing registration statement to become unavailable for use, in each case for such period as a Disadvantageous Condition shall exist; provided, that be withdrawn and the Company shall not exercise such rights for a period of more than sixty (60) consecutive days from the date of delivery effectiveness of such notice registration statement to be terminated, suspend the Purchaseruse of the prospectus contained therein, and in any event when aggregated with any other Disadvantageous Condition or if no registration statement has yet been filed, elect not more than an aggregate of one hundred (100) days in any 365-day periodto file such registration statement. If the Company exercises such right, it will provide written notice thereof determines to take any action pursuant to the Purchaserpreceding sentence, and upon the Company shall deliver a notice to any Holder of Registrable Securities covered or to be covered under such withdrawn, suspended or not to be filed registration statement, which indicates that the registration statement is no longer effective or will not be filed. Upon the receipt of any such notice, such Holder(s) in the Purchaser case of an effective registration statement shall forthwith discontinue their use and any dissemination of the prospectus contained in such registration statement as provided in this Section 6 and otherwise act as instructed in such noticestatement. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify any Holders, who shall have ceased selling Registrable Securities pursuant to an effective registration statement as a result of such Disadvantageous Condition, indicating such cessation. The Company shall, if any registration statement required to be filed or maintained under this Agreement has been withdrawn, suspended or not filed, file promptly, at such time as it in good faitx xxxxx xxxropriate, an amended, supplemented or new registration statement, as applicable, covering the Purchaser Registrable Securities that were covered by such withdrawn registration statement or to be covered by such effectunfiled registration statement.

Blackout Periods. Notwithstanding the foregoing obligations anything in Section 6.12.1 to the contrary, 6.2 and 6.3, if the Company furnishes shall be entitled to postpone and delay the Purchaser a certificate signed by filing or effectiveness (but not the Company’s chief executive officer stating that preparation) of any registration statement or the offer or sale of any Registrable Shares thereunder (i) for reasonable periods of time in advance of the good faith judgment release of the Company’s quarterly and annual financial results and (ii) for reasonable periods of time, not in excess of an aggregate of ninety (90) calendar days in any twelve (12)-month period and in no event more than two times in any twelve (12)-month period (any such postponement and delay permitted by this Section 2.2 being, a “Blackout Period”), if (A) the Board of Directors it determines in its good faith judgment that any such filing or effectiveness of a registration statement or the offering or sale of any Registrable Shares thereunder would be (1) materially detrimental to impede, materially delay or otherwise materially interfere with any pending or proposed material acquisition, disposition, corporate reorganization or other similar material transaction involving the Company as to maintain which the effectiveness Company has taken substantial steps and is proceeding with reasonable diligence to effect, (2) materially adversely affect any registered underwritten public offering of the Company’s securities for the Company’s account as to which the Company has taken substantial steps (including, but not limited to, selecting a managing underwriter for such Registration Statement offering) and is proceeding with reasonable diligence to effect such offering, or (or, if no Registration Statement has yet been filed or become effective, to file such a Registration Statement or cause it to become effective) because such action would (i3) require the public disclosure of material non-public information concerning any transaction which, in the reasonable discretion of the Board of Directors, acting in good faith, would have a material adverse effect on the business, operations or negotiations involving management of the Company or any of its affiliates that would interfere with Affiliates if disclosed at such transaction or negotiations, (ii) otherwise require premature disclosure of information, in either case that would be significantly disadvantageous time or (iiiB) render the Board of Directors determines in its good faith judgment that the Company unable is required by law, rule or regulation to comply with requirements under amend or supplement the Securities Act, the Securities and Exchange Act of 1934 and/or the securities laws of Israel affected registration statement or the Tel Aviv Stock Exchange (related prospectus so that such registration statement or prospectus shall not include an untrue statement of a “Disadvantageous Condition”), then material fact or omit to state a material fact required to be stated therein or necessary to make the Company shall have the right to defer taking action with respect to any filing or cause such Registration Statement or other filing to become unavailable for use, in each case for such period as a Disadvantageous Condition shall existstatements therein not misleading; provided, however, that the Company shall not exercise such rights for a period give written notice to each Investor that holds Registrable Shares of more than sixty (60) consecutive days from its determination to postpone or delay the date of delivery filing of such registration statement or other imposition of a Blackout Period and a general statement of the reason for such deferral and an approximation of the anticipated delay; provided, further, that in the event that the Company proposes to register shares of Common Stock (other than in connection with a registered underwritten public offering of the Company’s securities for the Company’s account) during a Blackout Period, the Company shall not pursuant to this Section 2.2 be entitled to postpone or delay the filing or effectiveness of any registration statement or the offer or sale of any Registrable Shares during such Blackout Period. Upon notice by the Company to the PurchaserInvestors of any such determination, each Investor shall, except as required by applicable Law, keep the fact of any such notice strictly confidential, and during any Blackout Period (or until such Blackout Period shall be earlier terminated in writing by the Company), promptly halt any offer, sale, trading or transfer by it of any shares of Common Stock and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering such Registrable Shares and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement. A deferral of the filing or effectiveness of a registration statement or other imposition of a Blackout Period pursuant to this Section 2.2 shall be lifted as soon as practicable (and in no event later than the 90th calendar day in any 12-month period), and the Company shall promptly (and in any event when aggregated with any other Disadvantageous Condition not more than an aggregate of one hundred within five (1005) days Business Days) notify in any 365-day period. If the Company exercises such right, it will provide written notice thereof to the Purchaser, and upon the receipt of any such notice, the Purchaser shall forthwith discontinue use writing each Investor of the prospectus contained in such registration statement as provided in this Section 6 termination of the Blackout Period and otherwise act as instructed in such notice. If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify absence of the Purchaser circumstances giving rise to such effectBlackout Period.