Blackout Period Definition Example with 14 Variations

This page contains an example definition of Blackout Period, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Blackout Period. With respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction... involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume View More

Variations

Blackout Period. With with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction... involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement or to resume; provided, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 30 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a new or amended Registration Statement may resume prior Blackout Period. View More
Blackout Period. With means, with respect to a distribution or registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing... activity, or other material corporate development or other material transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of material information which is in its best interest not to publicly disclose, or any other event or condition of similar material significance to the Company) that the registration and and/or distribution of the Registrable Securities to be covered by such Registration Statement, registration statement, if any, or the circumstances described in Section 4(j) below, would be seriously detrimental to the Company and its stockholders stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information commencing resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume resume; provided, however, that the aggregate of all Blackout Periods shall not exceed seventy-five (75) Trading Days in any twelve (12) month period (except for Blackout Periods arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the "Staff")). View More
Blackout Period. With respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other material... corporate development or other material transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of material information which is in its best interest not to publicly disclose, or any other event or condition of similar material significance to the Company) that the registration and and/or distribution of the Registrable Securities to be covered by such Registration Statement, registration statement, if any, or the circumstances described in Section 4(j) below, would be seriously detrimental to the Company and its stockholders stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information commencing resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement may resume resume; provided, however, that the aggregate of all Blackout Periods shall not exceed seventy-five (75) Trading Days in any twelve (12) month period (except for Blackout Periods arising from the filing of a post-effective amendment to the Registration Statement to update the prospectus therein to include the information contained in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the "Staff")) View More
Blackout Period. With means, with respect to a distribution or registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities period during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing... activity, or other material corporate development or other material transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of material information which is in its best interest not to publicly disclose, or any other event or condition of similar material significance to the Company) that the registration and and/or distribution of the Registrable Securities to be covered by such Registration Statement, registration statement, if any, or the circumstances described in Section 4(h) below, would be seriously detrimental to the Company and its stockholders stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the date upon which the material non-public information commencing resulting in the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a new or amended Registration Statement or prospectus may resume resume; provided, however, that the aggregate of all Blackout Periods shall not exceed thirty (30) consecutive Trading Days or more than sixty (60) Trading Days in any twelve (12) month period (except for suspension of the use of the Registration Statement in connection with the filing of a post-effective amendment to the Registration Statement to update the prospectus therein in connection with the filing of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K, which Blackout Period may extend for the amount of time reasonably required to respond to comments of the staff of the Commission (the "Staff")). View More
Blackout Period. With with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) 3(f) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other... transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its the Company's best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and or its stockholders shareholders and ending on the earlier of (1) the date upon which the material non-public information MNPI commencing the Blackout Period is disclosed to the public or ceases to be material or non-public and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, will recommence taking steps to make such Registration Statement effective, or will allow sales pursuant to such Registration Statement or a new or amended Registration Statement may to resume View More
Blackout Period. With respect to a registration, a period, period in each case commencing on the day immediately after the Company notifies the Purchasers Holders that they are required, because of the occurrence of an event of the kind described in pursuant to Section 4(f) hereof, 5, to suspend offers and sales of Registrable Securities during which because the Company, in the good faith judgment of its board Board of directors, Directors, determines (because of the existence of, or in anticipation of, any... acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of (and/or the registration of the offer and sale of) the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing to which the Blackout Period relates is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay filing of the applicable Prospectus Supplement, recommences taking steps to make the Shelf Registration Statement or any Subsequent Shelf Registration Statement effective or allows sales pursuant to such the Shelf Registration Statement or a new or amended any Subsequent Shelf Registration Statement may resume to resume; provided, however, that the Company shall limit its use of Blackout Periods in the aggregate to no more than sixty (60) Trading Days within any twelve (12) month period View More
Blackout Period. With respect to a registration, a period, period in each case commencing on the day immediately after the Company notifies the Purchasers Holders that they are required, because of the occurrence of an event of the kind described in pursuant to Section 4(f) hereof, 5, to suspend offers and sales of Registrable Securities during which because the Company, in the good faith judgment of its board Board of directors, Directors, determines (because of the existence of, or in anticipation of, any... acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of (and/or the registration of the offer and sale of) the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing to which the Blackout Period relates is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay filing of the Prospectus Supplement, recommences taking steps to make the Shelf Registration Statement or any Subsequent Shelf Registration Statement effective or allows sales pursuant to such the Shelf Registration Statement or a new or amended any Subsequent Shelf Registration Statement may resume to resume; provided, however, that the Company shall limit its use of Blackout Periods in the aggregate to no more than sixty (60) Trading Days within any twelve (12) month period View More
Blackout Period. With respect to a registration, a period, period in each case commencing on the day immediately after the Company notifies the Purchasers Holders that they are required, because of the occurrence of an event of the kind described in pursuant to Section 4(f) hereof, 5, to suspend offers and sales of Registrable Securities during which because the Company, in the good faith judgment of its board Board of directors, Directors, determines (because of the existence of, or in anticipation of, any... acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of (and/or the registration of the offer and sale of) the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing to which the Blackout Period relates is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that allows sales pursuant to such the Shelf Registration Statement or to resume; provided, however, that the Company shall (i) not institute a new or amended Registration Statement may resume Blackout Period covering the Prospectus Supplement Filing Date nor any of the first fifteen (15) days immediately following the Prospectus Supplement Filing Date, and (ii) limit its use of Blackout Periods in the aggregate to no more than thirty (30) Trading Days within any twelve (12) month period View More
Blackout Period. With means, with respect to a registration, a period, period in each case commencing on the day immediately after the Company notifies the Purchasers Eligible Sellers that they are required, because of the occurrence of an event of the kind described in pursuant to Section 4(f) hereof, 5(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board Board of directors, Directors, determines (because of the existence of, or in... anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders shareholders and ending on the earlier of (1) (a) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) (b) such time as the Company notifies the selling Holders that makes such Registration Statement effective again, or allows sales pursuant to such Registration Statement or a new or amended Registration Statement may resume to resume; provided, however, that the Company shall limit its use of Blackout Periods described in this Section 1, in the aggregate, to thirty (30) Trading Days. View More
Blackout Period. With with respect to a registration, a period, period in each case commencing on the day immediately after the Company notifies the Purchasers and Canaccord that they are required, because of the occurrence of an event of the kind described in pursuant to Section 4(f) hereof, 4(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board Board of directors, Directors, determines (because of the existence of, or in anticipation of,... any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, registration statement, if any, would be seriously detrimental to the Company and its stockholders shareholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement or to resume; provided, however, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 60 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a new or amended Registration Statement may resume prior Blackout Period View More
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