Common use of Continuous Offering Clause in Contracts

Continuous Offering. If the Company intends to effect a Continuous ------------------- Offering (other than any registration by the Company or a successor on Form S-3 regarding a dividend reinvestment plan), the Company will give written notice thereof to each of the Holders (at their respective addresses as they appear on the stock transfer records of the Company) and include in such Offering all of the Registrable Securities which each Holder elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if a Holder desires to sell Registrable Securities in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) days of receipt of notice of a proposed sale by a Holder, the Company will advise each Holder either that it has no objection of such a registered sale or that such a registered sale should be delayed (but in no event for more than 60 days), on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. Any determination to delay must be made in good faith by a majority of the Board of Directors. If the Company has not objected to such proposed registered sale as permitted in this subparagraph (b) within such fifteen (15) day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.

Continuous Offering. If the Company intends to effect a Continuous continuous ------------------- Offering (other than any offering pursuant to Rule 415 of the Securities Act pursuant to a registration by the Company or a successor statement on Form S-3 regarding or any successor form (a dividend reinvestment plan"Continuous Offering"), the Company will give written notice thereof to each of the Holders (at their respective addresses as they appear on the stock transfer records of the Company) Holder and include in such Offering all of the Registrable Securities Holders Shares which each Holder elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if a any Holder desires to sell Registrable Securities Holders Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) 30 days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) 15 days of receipt of notice of a proposed sale by a any Holder, the Company will advise each such Holder either that it has no objection of to such a registered sale or that such a registered sale should be delayed (but in no event for more than 60 days), up to three months on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. Any determination to delay must be made in good faith by a majority of the Board of Directors. If the Company has not objected to such proposed registered sale as permitted in this subparagraph (b) Section 2 within such fifteen (15) 15 day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.

Continuous Offering. If the Company intends to effect a Continuous ------------------- Offering (other than any continuous offering pursuant to Rule 415 of the Securities Act pursuant to a registration by the Company or a successor statement on Form S-3 regarding or any successor form (a dividend reinvestment plan"Continuous Offering"), the Company will give written notice thereof to each of the Holders (at their respective addresses as they appear on the stock transfer records of the Company) Holder and include in such Offering all of the Registrable Securities Holders Shares which each Holder elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if a any Holder desires to sell Registrable Securities Holders Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) 30 days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) 15 days of receipt of notice of a proposed sale by a any Holder, the Company will advise each such Holder either that it has no objection of to such a registered sale or that such a registered sale should be delayed (but in no event for more than 60 days), up to three months on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. Any determination to delay must be made in good faith by a majority of the Board of Directors. If the Company has not objected to such proposed registered sale as permitted in this subparagraph (b) Section 2 within such fifteen (15) 15 day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.