Acknowledgement Regarding Investors’ Trading Activity. The Company acknowledges and agrees that other than as set forth in this Agreement and the Stockholders Agreement (i) the Investors have not been asked to agree, nor has any Investor agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; and (ii) the Investors shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the Investors may engage in hedging and/or trading activities at various times during the period that the Acquired Shares are outstanding, including, without limitation, during the periods that the value of the Acquired Shares are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or the Stockholders Agreement.
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Samples: Standby Purchase Agreement (Trade Street Residential, Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.)
Acknowledgement Regarding Investors’ Trading Activity. The Company acknowledges and agrees that other than as set forth in this Agreement and the Stockholders Agreement (i) none of the Investors have not has been asked to agree, nor has any Investor agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities Shares for any specified term; and (ii) any Investor, and counter-parties in “derivative” transactions to which any such Investor is a party, directly or indirectly, presently may have a “short” position in the Investors Shares, and (iii) each Investor shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the one or more Investors may engage in hedging and/or trading activities at various times during the period that the Acquired Shares are outstanding, including, without limitation, during the periods that the value of the Acquired Shares are being determined outstanding and (b) such hedging and/or trading activities, if any, can reduce the value of the existing shareholdersstockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Stockholders Agreementdocuments executed in connection herewith.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Advaxis, Inc.)
Acknowledgement Regarding Investors’ Trading Activity. The Company acknowledges and agrees that other than Except as set forth in Section 3.2(f), anything in this Agreement or elsewhere herein to the contrary notwithstanding, but subject to compliance by the Investors with applicable law, it is understood and agreed by the Stockholders Agreement Company (i) the Investors have not been asked to agreethat past or future open market or other transactions by any Investor, nor has any Investor agreedincluding Short Sales, to desist from purchasing or sellingand specifically including, long and/or shortwithout limitation, securities of the Company, Short Sales or “derivative” securities based on securities issued by transactions, before or after the Company closing of this or to hold future private placement transactions, may negatively impact the Securities for any specified termmarket price of the Company’s publicly-traded securities; and (ii) that any Investor, and counter parties in “derivative” transactions to which any such Investor is a party, directly or indirectly, presently may have a “short” position in the Investors Common Stock, and (iv) that each Investor shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that the (a) one or more Investors may engage in hedging and/or trading activities at various times during the period that the Acquired Shares Securities are outstanding, including, without limitation, during the periods that the value of the Acquired Shares shares deliverable with respect to Securities are being determined and (b) such hedging and/or trading activities, activities (if any, can ) could reduce the value of the existing shareholders’ equity interest interests in the Company both at and after the time that the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or the Stockholders Agreement.
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