Common use of Certain Trading Restrictions Clause in Contracts

Certain Trading Restrictions. (a) Each of Millennium and Riverview agree, as to itself only, that on and after the Closing Date until such time that neither Millennium nor Riverview holds any Securities, neither Millennium nor Riverview will engage in any short sales or other hedging transactions (including swaps, options or derivative securities) relating to shares of Common Stock unless (A) at the time of any such transaction, the Company is in breach of its obligations to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement or any other shares pursuant to which the Company has a similar registration obligation to Millennium and/or Riverview, or (B) in the event that such transaction is to take place after the 120th day following the Closing Date, the holders of the Securities and/or Registrable Securities are not then able to sell the shares of Common Stock pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) and a deliverable prospectus. (b) Notwithstanding the foregoing, Millennium and Riverview may engage in short sales and/or hedging activity at any time so long as (x) after the date hereof, Millennium and Riverview (in the aggregate) may not sell short a number of shares of Common Stock in excess of the number of shares of Common Stock then issuable upon conversion in full of the Preferred Shares, (y) no such short sales shall be at a per share price below $2.00 (as such figure shall be appropriately adjusted for any stock splits, reorganizations or similar events), and (z) the aggregate amount of such short sales made on any one day shall not exceed 5% of the total trading volume on such day. The limitations contained in clauses (x), (y) and (z) above of this paragraph shall only apply to short sales under this paragraph (b). (c) The covenant contained in this Agreement shall supersede all existing agreements between the Company and Millennium and/or Riverview regarding restrictions on trading of the Company's capital stock by Millennium and/or Riverview.

Certain Trading Restrictions. (a) Each of Millennium So long as the Company is in compliance in all material respects with its obligations to the Buyer pursuant to this Agreement, the Registration Rights Agreements, the Adjustment Warrants and Riverview agreethe Warrants, as to itself only, each Buyer agrees that on it and after the Closing Date until such time that neither Millennium nor Riverview holds any Securities, neither Millennium nor Riverview will its affiliates shall not engage in any short sales or other hedging transactions (including swaps, options or derivative securities) relating to shares of the Common Stock (i) during the 18 Trading Days prior to the Initial Adjustment Date unless and only while the then highest current bid price of the Common Stock, as reported on Nasdaq, is higher than 125% of the Floor Price, and (Aii) at during the time 18 Trading Days prior to any other Adjustment Date unless and only while the then highest current bid price of the Common Stock, as reported on Nasdaq, is higher than 125% of the then applicable lowest Adjustment Price for any prior Adjustment Date. To the extent that any prior agreement between the Company and the Buyers otherwise permits short sales or other hedging transactions, any such transaction, sale and transaction shall conform to the Company is in breach of its obligations to register the resale provisions of the Registrable Securities (foregoing sentence, except as defined in the Registration Rights Agreement) pursuant otherwise provided below with respect to the Registration Rights Agreement Preferred Stock Subscription Agreements. To the extent that the first sentence of this Section 6(k) permits short sales or any other shares pursuant to which hedging transactions, then such transactions may only be effected at or above the Company has a similar registration obligation to Millennium and/or Riverview, or (B) in the event that such transaction is to take place after the 120th day following the Closing Date, the holders last reported sale price of the Securities and/or Registrable Securities are not then able to sell the shares of Common Stock pursuant to an effective Registration Statement in accordance with Rule 10a-1 under the 1934 Act (as defined assuming that the exclusions in subparagraph (e) of Rule 10a-1 are inapplicable), and in any case such transactions will not create any daily low sales prices for the Registration Rights Agreement) and Common Stock. The foregoing notwithstanding, nothing herein shall prohibit Genesee from entering into a deliverable prospectus. (b) Notwithstanding the foregoing, Millennium and Riverview may engage in short sales and/or sale or other hedging activity at any time so long as (x) after the date hereof, Millennium and Riverview (in the aggregate) may not sell short transaction involving a number of shares of Common Stock not in excess of the number of shares of Common Stock then issuable upon for which it has submitted a conversion in full of the Preferred Shares, (y) no such short sales shall be at a per share price below $2.00 (as such figure shall be appropriately adjusted for any stock splits, reorganizations or similar events), and (z) the aggregate amount of such short sales made on any one day shall not exceed 5% of the total trading volume on such day. The limitations contained in clauses (x), (y) and (z) above of this paragraph shall only apply notice to short sales under this paragraph (b). (c) The covenant contained in this Agreement shall supersede all existing agreements between the Company and Millennium and/or Riverview regarding restrictions on trading its transfer agent pursuant to its respective Subscription Agreements, dated as of December 23, 1997 and June 30, 1998, with the Company's capital stock by Millennium and/or RiverviewCompany (the "Preferred Stock Subscription Agreements").

Certain Trading Restrictions. During the period beginning on and including the first Exercise Notice Date during the Exercise Period and ending at the first time such Investor no longer holds any Initial Warrants, neither such Investor nor any of its affiliates shall, directly or indirectly, engage in any transaction constituting a "short sale" (as defined in Rule 3b-3 under the 0000 Xxx) of shares of Common Stock or establish an open "put equivalent position" (within the meaning of Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock (each a "SHORT SALE"), except on those days (each a "PERMITTED DAY") on which the aggregate short position (including aggregate open "put equivalent positions") with respect to the Common Stock of such Investor and its affiliates prior to giving effect to any Short Sales by such Investor or its affiliates on such Permitted Day does not exceed such Investor's Permitted Share Position (as defined below) on such Permitted Day; provided, however, that such Investor and its affiliates shall only be entitled to engage in transactions which constitute Short Sales on a Permitted Day to the extent that following such transaction, the aggregate short position (including aggregate open "put equivalent positions") with respect to the Common Stock of such Investor and its affiliates does not exceed such Investor's Permitted Share Position. Notwithstanding the foregoing, the restriction on Short Sales set forth in the first sentence of this Section 4(l) shall not apply (a) Each of Millennium and Riverview agree, as to itself only, that on and after the first day after the Closing Date until such time that neither Millennium nor Riverview holds any Securities, neither Millennium nor Riverview will engage on which there shall have occurred a Triggering Event or an Event of Default (each as defined in any short sales the Convertible Notes as if the Convertible Notes were then outstanding); (b) on or other hedging transactions (including swaps, options or derivative securities) relating to shares after the first date after the Closing Date on which a Change of Common Stock unless (A) at the time of any such transaction, the Company is in breach of its obligations to register the resale of the Registrable Securities Control (as defined in the Registration Rights AgreementConvertible Notes as if the Convertible Notes were then outstanding) pursuant to the Registration Rights Agreement shall have been consummated or any other shares pursuant to which the Company has there shall have been a similar registration obligation to Millennium and/or Riverviewpublic announcement of a pending, proposed or intended Change of Control; or (Bc) in with respect to a Short Sale (and such Short Sale shall be excluded for purposes of determining compliance with the event that first sentence of this Section 4(l)) so long as such transaction is to take place after the 120th day following the Closing Date, the holders of the Securities and/or Registrable Securities are not then able to sell the shares of Common Stock pursuant to Investor or its affiliates delivers an effective Registration Statement Exercise Notice (as defined in the Registration Rights AgreementReplacement Warrants) and a deliverable prospectus. on or before 11:59 p.m. (bNew York time) Notwithstanding on the foregoing, Millennium and Riverview may engage in short sales and/or hedging activity at any time so long as (x) after Business Day following the date hereof, Millennium and Riverview (in day of such Short Sale entitling the aggregate) may not sell short Holder to receive a number of shares of Common Stock in excess of at least equal to the number of shares of Common Stock then sold or subject to such Short Sale. Subject to the foregoing restrictions, the Company acknowledges and agrees that nothing in this Section 4(l) or elsewhere in this Agreement, the Securities Purchase Agreement, the Convertible Notes, the Initial Warrants, the Replacement Warrants, the Initial Registration Rights Agreement or the New Registration Rights Agreement prohibits any Investor (or any of its affiliates) from, and each Investor (and its affiliates) is permitted to, engage, directly or indirectly, in hedging transactions involving the Initial Warrants, the Replacement Warrants and the Common Stock (including, without limitation, by way of short sales, purchases and sales of options, swap transactions and synthetic transactions) at any time. For purposes of this Section 4(l), "PERMITTED SHARE POSITION" means, with respect to any date of determination, the sum of (i) the number of shares of Common Stock issuable upon conversion in full exercise of the Preferred Initial Warrants and the Replacement Warrants (including Initial Warrants or Replacement Warrants which have been exercised but with respect to which the Company has not delivered the required number of Initial Warrant Shares or Replacement Warrant Shares, respectively) held by the applicable Investor and its affiliates (ywithout regard to any limitations on exercise) on such date and (ii) the number of shares of Common Stock equal to the sum of such Investor's and its affiliates' Daily Replacement Share Numbers for each day on which such Investor or its affiliates delivered an Exercise Notice (as defined in the Initial Warrants) during the period beginning on and including the Closing Date immediately preceding such date of determination (or if no such short sales shall be at a per share price below $2.00 Closing Date has occurred prior to such date of determination, then beginning on and including the first day of the Exercise Period) and ending on and including such date of determination. The Company and each Investor agree that immediately upon the first date during the Exercise Period on which any Investor delivers an Exercise Notice (as such figure defined in the Initial Warrants) to the Company the terms of this Section 4(l) shall be appropriately adjusted for any stock splits, reorganizations or similar events), replace and (zsupercede in its entirety the terms of Section 4(o) the aggregate amount of such short sales made on any one day shall not exceed 5% of the total trading volume on such day. The limitations contained in clauses (x), (y) and (z) above of this paragraph shall only apply to short sales under this paragraph (b)Securities Purchase Agreement. (c) The covenant contained in this Agreement shall supersede all existing agreements between the Company and Millennium and/or Riverview regarding restrictions on trading of the Company's capital stock by Millennium and/or Riverview.

Certain Trading Restrictions. (a) Each of Millennium So long as the Company is in compliance in all material respects with its obligations to the Buyer pursuant to this Agreement, the Registration Rights Agreements and Riverview agreethe Warrants, as to itself only, each Buyer agrees that on it and after the Closing Date until such time that neither Millennium nor Riverview holds any Securities, neither Millennium nor Riverview will its affiliates shall not engage in any short sales or other hedging transactions (including swaps, options or derivative securities) relating to shares of the Common Stock (i) during the 18 Trading Days prior to the Initial Adjustment Date unless and only while the then highest current bid price of the Common Stock, as reported on Nasdaq, is higher than 125% of the Floor Price, and (Aii) at during the time 18 Trading Days prior to any other Adjustment Date unless and only while the then highest current bid price of the Common Stock, as reported on Nasdaq, is higher than 125% of the then applicable lowest Adjustment Price for any prior Adjustment Date. To the extent that any prior agreement between the Company and the Buyers otherwise permits short sales or other hedging transactions, any such transaction, sale and transaction shall conform to the Company is in breach of its obligations to register the resale provisions of the Registrable Securities (foregoing sentence, except as defined in the Registration Rights Agreement) pursuant otherwise provided below with respect to the Registration Rights Agreement Preferred Stock Subscription Agreements. To the extent that the first sentence of this Section 6(k) permits short sales or any other shares pursuant to which hedging transactions, then such transactions may only be effected at or above the Company has a similar registration obligation to Millennium and/or Riverview, or (B) in the event that such transaction is to take place after the 120th day following the Closing Date, the holders last reported sale price of the Securities and/or Registrable Securities are not then able to sell the shares of Common Stock pursuant to an effective Registration Statement in accordance with Rule 10a-1 under the 1934 Act (as defined assuming that the exclusions in subparagraph (e) of Rule 10a-1 are inapplicable), and in any case such transactions will not create any daily low sales prices for the Registration Rights Agreement) and Common Stock. The foregoing notwithstanding, nothing herein shall prohibit Advantage from entering into a deliverable prospectus. (b) Notwithstanding the foregoing, Millennium and Riverview may engage in short sales and/or sale or other hedging activity at any time so long as (x) after the date hereof, Millennium and Riverview (in the aggregate) may not sell short transaction involving a number of shares of Common Stock not in excess of the number of shares of Common Stock then issuable upon for which it has submitted a conversion in full of the Preferred Shares, (y) no such short sales shall be at a per share price below $2.00 (as such figure shall be appropriately adjusted for any stock splits, reorganizations or similar events), and (z) the aggregate amount of such short sales made on any one day shall not exceed 5% of the total trading volume on such day. The limitations contained in clauses (x), (y) and (z) above of this paragraph shall only apply notice to short sales under this paragraph (b). (c) The covenant contained in this Agreement shall supersede all existing agreements between the Company and Millennium and/or Riverview regarding restrictions on trading its transfer agent pursuant to its respective Subscription Agreements, dated as of December 23, 1997 and June 30, 1998, with the Company's capital stock by Millennium and/or RiverviewCompany (the "Preferred Stock Subscription Agreements").

Certain Trading Restrictions. So long as a Buyer holds any Notes or Warrants, neither such Buyer nor any of its affiliates shall, directly or indirectly, engage in any transaction constituting a "short sale" (as defined in Rule 3b-3 under the 1934 Act) of shares of Common Stock or establish an open "put equivalexx xxxxxion" (within the meaning of Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock (each a "SHORT SALE"), excexx xx xxose days (each a "PERMITTED DAY") on which the aggregate short position (including aggregate open "put equivalent positions") with respect to the Common Stock of such Buyer and its affiliates prior to giving effect to any Short Sales by such Buyer or its affiliates on such Permitted Day does not exceed such Buyer's Permitted Share Position (as defined below) on such Permitted Day; provided, however, that such Buyer and its affiliates shall only be entitled to engage in transactions which constitute Short Sales on a Permitted Day to the extent that following such transaction, the aggregate short position (including aggregate open "put equivalent positions") with respect to the Common Stock of such Buyer and its affiliates does not exceed such Buyer's Permitted Share Position. Notwithstanding the foregoing, the restriction on Short Sales set forth in the first sentence of this Section 4(o) shall not apply (a) Each of Millennium and Riverview agree, as to itself only, that on and after the first day after the Closing Date until such time that neither Millennium nor Riverview holds any Securities, neither Millennium nor Riverview will engage on which there shall have occurred a Triggering Event or an Event of Default (each as defined in any short sales the Notes as if the Notes where then outstanding); (b) on or other hedging transactions (including swaps, options or derivative securities) relating to shares after the first date after the Closing Date on which a Change of Common Stock unless (A) at the time of any such transaction, the Company is in breach of its obligations to register the resale of the Registrable Securities Control (as defined in the Registration Rights AgreementNotes as if the Notes were then outstanding) shall have been consummated or there shall have been a public announcement of a pending, proposed or intended Change of Control; or (c) with respect to a Short Sale (and such Short Sale shall be excluded for purposes of determining compliance with the first sentence of this Section 4(o)) so long as such Buyer or its affiliates delivers, or is deemed pursuant to the Registration Rights Agreement or any other shares pursuant to which the Company has a similar registration obligation to Millennium and/or Riverview, or (B) in the event that such transaction is to take place after the 120th day following the Closing Date, the holders Section 8 of the Securities and/or Registrable Securities are not then able Notes to sell the shares of Common Stock pursuant to an effective Registration Statement have delivered, a Conversion Notice (as defined in the Registration Rights AgreementNotes) and a deliverable prospectus. or an Exercise Notice (b) Notwithstanding the foregoing, Millennium and Riverview may engage in short sales and/or hedging activity at any time so long as (x) after the date hereof, Millennium and Riverview (defined in the aggregateWarrants) may not sell short on or before 11:59 p.m. (New York time) on the Business Day following the day of such Short Sale entitling the Holder to receive a number of shares of Common Stock in excess of at least equal to the number of shares of Common Stock then sold or subject to such Short Sale. Subject to the foregoing restrictions, the Company acknowledges and agrees that nothing in this Section 4(o) or elsewhere in this Agreement, the Notes, the Warrants or the Registration Rights Agreement prohibits any Buyer (or any of its affiliates) from, and each Buyer (and its affiliates) is permitted to, engage, directly or indirectly, in hedging transactions involving the Notes, the Warrants and the Common Stock (including, without limitation, by way of short sales, purchases and sales of options, swap transactions and synthetic transactions) at any time. For purposes of this Section 4(o), "PERMITTED SHARE POSITION" means, with respect to any date of determination, the number of shares of Common Stock issuable upon conversion in full exercise of the Preferred Shares, Warrants held by the applicable Buyer and its affiliates (ywithout regard to any limitations on exercise) no such short sales shall be at a per share price below $2.00 (as such figure shall be appropriately adjusted for any stock splits, reorganizations or similar events), and (z) the aggregate amount of such short sales made on any one day shall not exceed 5% of the total trading volume on such day. The limitations contained in clauses (x), (y) and (z) above of this paragraph shall only apply to short sales under this paragraph (b)date. (c) The covenant contained in this Agreement shall supersede all existing agreements between the Company and Millennium and/or Riverview regarding restrictions on trading of the Company's capital stock by Millennium and/or Riverview.