Common use of Blocking Notice Clause in Contracts

Blocking Notice. For a period not exceeding either (i) five (5) --------------- consecutive Business Days or (ii) an aggregate of twenty (20) Business Days in any twelve (12) month period, the Company may suspend the ability of the Holders to make dispositions under the registration statement or prospectus by providing the Holders with written notice (a "Blocking Notice") if the Company's Board of Directors determines in its good faith judgment that the Company's obligation to ensure that such registration statement and prospectus contain current and complete information would require the Company to make a public disclosure regarding a material non-public transaction, provided, that the Company shall not be entitled to deliver a Blocking Notice within ten (10) Business Days of the expiration of any Blocking Notice previously delivered. Each Blocking Notice shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. Notwithstanding anything to the contrary herein, in the event of a merger of the Company with or into another entity that is not wholly-owned by the Company and is reportable, if consummated, under Item 2 of Form 8-K under the Exchange Act, the Company may deliver a Blocking Notice for a period of up to twenty (20) consecutive Business Days in any twelve (12) month period, in which case, the number of consecutive Business Days available to the Company pursuant to clause (ii) of this Section shall be reduced by such number of Business Days. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice from the Company, such Holder shall not dispose of, sell or offer for sale the Registrable Securities pursuant to the registration statement until such Holder receives (i) copies of the supplemented or amended prospectus, or until counsel for the Company shall have determined that such disclosure is not required due to subsequent events, (ii) notice in writing from the Company that the use of the prospectus may be resumed and (iii) copies of any additional or supplemental filings that are incorporated by reference to in the prospectus. In the event the Company shall provide any Blocking Notice pursuant to this Section, the period during which the Company is required to keep the registration statement (filed pursuant to Section 1.2) effective shall be extended for the amount of time equal to the number of days during which such Blocking Notice is in effect.

Blocking Notice. For a period not exceeding either (i) five twenty (520) --------------- consecutive Business Days or (ii) an aggregate of twenty thirty (2030) Business Days in any twelve (12) month period, the Company may suspend the ability of the Holders to make dispositions under the registration statement or prospectus by providing the Holders with written notice (a "Blocking Notice") if the Company's Board of Directors determines in its good faith judgment that the Company's obligation to ensure that such registration statement and prospectus contain current and complete information would require the Company to make a public disclosure regarding a material non-public transaction, provided, that the Company shall not be entitled to deliver a Blocking Notice within ten (10) Business Days of the expiration of any Blocking Notice previously delivered. Each Blocking Notice shall contain a general statement of the reasons for such postponement and an approximation of the anticipated delay. Notwithstanding anything to the contrary herein, in the event of a merger of the Company with or into another entity that is not wholly-owned by the Company and is reportable, if consummated, under Item 2 of Form 8-K under the Exchange Act, the Company may deliver a Blocking Notice for a period of up to twenty sixty (2060) consecutive Business Days in any twelve (12) month period, in which case, the number of consecutive Business Days available to the Company pursuant to clause (ii) of this Section shall be reduced by such number of Business Days. Each Holder agrees by acquisition of the Registrable Securities that, upon receipt of a Blocking Notice from the Company, such Holder shall not dispose of, sell or offer for sale the Registrable Securities pursuant to the registration statement until such Holder receives (i) copies of the supplemented or amended prospectus, or until counsel for the Company shall have determined that such disclosure is not required due to subsequent events, (ii) notice in writing from the Company that the use of the prospectus may be resumed and (iii) copies of any additional or supplemental filings that are incorporated by reference to in the prospectus. In the event the Company shall provide any Blocking Notice pursuant to this Section, the period during which the Company is required to keep the registration statement (filed pursuant to Section 1.2) effective shall be extended for the amount of time equal to the number of days during which such Blocking Notice is in effect.