Common use of Acknowledgment Regarding Purchaser’s Trading Activity Clause in Contracts

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Visualant Inc), Common Stock Purchase Agreement (Searchlight Minerals Corp.), Securities Purchase Agreement (ProUroCare Medical Inc.)

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Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(g) and 4.10 4.15 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Safety Shot, Inc.), Securities Purchase Agreement (Safety Shot, Inc.), Securities Purchase Agreement (Safety Shot, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the Purchaser, and counter-parties in “derivative” transactions to which the any Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Quantum Computing Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereofSection 4.3), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Except as contemplated by Section 4.3 hereof, Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sonim Technologies Inc), Securities Purchase Agreement (Sonim Technologies Inc)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Purchase Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)notwithstanding, it is understood and acknowledged by the Company that: that (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could would reduce the value of the existing stockholdersPurchasers’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documentsthis Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Inhibrx, Inc.), Securities Purchase Agreement (Taysha Gene Therapies, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereofSection 4.3), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Except as contemplated by Section 4.3 hereof, Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Soleno Therapeutics Inc), Securities Purchase Agreement (GTX Inc /De/)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities, (iii) the any Purchaser, and counter-parties in "derivative" transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a "short" position in the Common Stock Shares and (iv) the each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any "derivative" transaction. The Company further understands and acknowledges that (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ shareholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Placement Agent Agreement (Flora Growth Corp.), Placement Agent Agreement (Flora Growth Corp.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.10 4.11 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could would reduce the value of the existing stockholdersPurchasers’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Omega Therapeutics, Inc.), Securities Purchase Agreement (Omega Therapeutics, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock; and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstandingoutstanding with respect to Shares are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Banzai International, Inc.), Securities Purchase Agreement (Banzai International, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except else(except for Sections 3.2(f) and 4.10 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked where herein to the contrary notwithstanding by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Ordinary Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, including, without limitation, during the periods that the value of any Ordinary Stock associated with the exercise of warrants deliverable with respect to securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (E-Home Household Service Holdings LTD), Securities Purchase Agreement (E-Home Household Service Holdings LTD)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything Except as otherwise provided in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereofAgreement), it is understood and acknowledged by the Company that: (i) none of the Purchaser has not Purchasers have been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Protalex Inc), Securities Purchase Agreement (Protalex Inc)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the shares of Common Stock Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Theriva Biologics, Inc.), Securities Purchase Agreement (Theriva Biologics, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hancock Jaffe Laboratories, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(l) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstandingtimes, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arno Therapeutics, Inc)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except else(except for Sections 3.2(f) and 4.10 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked where herein to the contrary notwithstanding by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in "derivative" transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a "short" position in the Common Stock Ordinary Stock, and (iv) the each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any "derivative" transaction. The Company further understands and acknowledges that (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, including, without limitation, during the periods that the value of any Ordinary Stock associated with the exercise of warrants deliverable with respect to securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Media Technology LTD)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(h) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Purchased Shares for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Purchased Shares are outstanding, outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (BridgeBio Pharma, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and any counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (A.C. Moore Arts & Crafts, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cemtrex Inc)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof), it It is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Shares and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ shareholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges Each Purchaser agrees that such aforementioned hedging any and all activities do not constitute a breach of any of the Transaction Documentsdescribed in this Section 3.1(ii) have been and shall be carried out in compliance with all applicable laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (XORTX Therapeutics Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(g) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, including Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Reed's, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.15 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the a closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Ordinary Shares, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lucas GC LTD)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything Except as otherwise described in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)Agreement, it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Quest Resource Holding Corp)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 Section 4.14 hereof), it is understood and acknowledged by the Company that: (i) the each Purchaser has not been asked by the Company to agree, nor has the each Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the Purchaser, and counter-parties in “derivative” transactions transactions, if any, to which the each Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the each Purchaser 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 (y) the each Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Momentus Inc.)

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Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereofSection 4.3), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Except as contemplated by Section 4.3 hereof, Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Soleno Therapeutics Inc)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Anpath Group, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereofother than as may be set forth in the Debt Transaction Documents), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities, (iii) the Purchaser, and counter-parties in "derivative" transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a "short" position in the Common Stock and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any "derivative" transaction. The Company further understands and acknowledges that (y) the Purchaser may engage in hedging activities at various times during the period that the Shares are outstandingtimes, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ shareholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (S&W Seed Co)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Placement Agent Agreement (Scienture Holdings, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the Purchaser, and counter-parties in “derivative” transactions to which the any Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the Purchaser 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 (y) the Purchaser Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Quantum Computing Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 4.2(g) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 that, except as prohibited by Section 4.2(g) hereof, (y) the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Warrants are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Note and Securities Purchase Agreement (PAVmed Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.7 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bridger Aerospace Group Holdings, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything Notwithstanding anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof)contrary, it is understood and acknowledged by the Company that: (i) none of the Purchaser has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Ordinary Shares, and (iv) the each Purchaser 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 (y) the one or more Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholdersshareholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Antelope Enterprise Holdings LTD)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been een asked by the Company to agree, nor has the Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the Purchaser, and counter-parties in “derivative” transactions to which the any Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Shares, and (iv) the Purchaser 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 (y) the Purchaser Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tiziana Life Sciences LTD)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections Section 3.2(f) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Shares, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Castor Maritime Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(fSection 3.2(h) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser Purchasers has not been asked by the Company to agree, nor has the Purchaser 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 Purchased Shares for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Purchased Shares are outstanding, outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Share Purchase Agreement (2seventy Bio, Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to agree, nor has the Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the Purchaser 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 (y) the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Transdel Pharmaceuticals Inc)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.10 hereof), it It is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked to agree by the Company to agreeCompany, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Amendment Agreement (Drinks Americas Holdings, LTD)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.10 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares Securities for any specified term, (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, securities and (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cesca Therapeutics Inc.)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f3.2(e) and 4.10 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchaser Purchasers has not been asked by the Company to agree, nor has the any Purchaser 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 Shares for any specified term, ; (ii) past or future open market or other transactions by the any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, ; (iii) the any Purchaser, and counter-parties in “derivative” transactions to which the any such Purchaser is a party, directly or indirectly, presently may presently have a “short” position in the Common Stock Stock, and (iv) the each Purchaser 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 (y) the Purchaser one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, outstanding and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Akers Biosciences, Inc.)

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