Common use of Certain Trading Restrictions Clause in Contracts

Certain Trading Restrictions. 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 the Warrants, each Buyer agrees that it and its affiliates shall not engage in short sales or other hedging transactions relating to 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 (ii) during the 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 sale and transaction shall conform to the provisions of the foregoing sentence, except as otherwise provided below with respect to the Preferred Stock Subscription Agreements. To the extent that the first sentence of this Section 6(k) permits short sales or other hedging transactions, then such transactions may only be effected at or above the last reported sale price of the Common Stock in accordance with Rule 10a-1 under the 1934 Act (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 Common Stock. The foregoing notwithstanding, nothing herein shall prohibit Advantage from entering into a short sale or other hedging transaction involving a number of shares of Common Stock not in excess of the number of shares for which it has submitted a conversion notice to the Company and its transfer agent pursuant to its respective Subscription Agreements, dated as of December 23, 1997 and June 30, 1998, with the Company (the "Preferred Stock Subscription Agreements").

Certain Trading Restrictions. So long as During the Company is in compliance in all material respects with its obligations to period beginning on and including the Buyer pursuant to this Agreement, first Exercise Notice Date during the Registration Rights Agreements Exercise Period and ending at the first time such Investor no longer holds any Initial Warrants, each Buyer agrees that it and neither such Investor nor any of its affiliates shall not shall, directly or indirectly, engage in any transaction constituting a "short sales sale" (as defined in Rule 3b-3 under the 0000 Xxx) of shares of Common Stock or other hedging transactions relating establish an open "put equivalent position" (within the meaning of Rule 16a-1(h) under the 0000 Xxx) with respect to 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 (ii) during the 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 sale and transaction shall conform to the provisions of the foregoing sentenceeach a "SHORT SALE"), except as otherwise provided below on those days (each a "PERMITTED DAY") on which the aggregate short position (including aggregate open "put equivalent positions") with respect to the Preferred Common Stock Subscription Agreements. To 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 6(k4(l) permits short sales shall not apply (a) on and after the first day after the Closing Date on which there shall have occurred a Triggering Event or other hedging transactionsan Event of Default (each as defined in the Convertible Notes as if the Convertible Notes were then outstanding); (b) on or after the first date after the Closing Date on which a Change of Control (as defined in the Convertible Notes as if the Convertible Notes were then outstanding) shall have been consummated or there shall have been a public announcement of a pending, then proposed or intended Change of Control; or (c) with respect to a Short Sale (and such transactions may only Short Sale shall be effected at excluded for purposes of determining compliance with the first sentence of this Section 4(l)) so long as such Investor or above its affiliates delivers an Exercise Notice (as defined in the last reported sale price Replacement Warrants) on or before 11:59 p.m. (New York time) on the Business Day following the day of such Short Sale entitling the Common Stock in accordance with Rule 10a-1 under the 1934 Act (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 Common Stock. The foregoing notwithstanding, nothing herein shall prohibit Advantage from entering into a short sale or other hedging transaction involving Holder to receive a number of shares of Common Stock not in excess of at least equal to the number of shares of Common Stock 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 exercise of the 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 (without 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 it 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 Closing Date has submitted a conversion notice 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 defined in the Initial Warrants) to the Company the terms of this Section 4(l) shall replace and supercede in its transfer agent pursuant to its respective Subscription Agreements, dated as entirety the terms of December 23, 1997 and June 30, 1998, with Section 4(o) of the Company (the "Preferred Stock Subscription Agreements")Securities Purchase Agreement.

Certain Trading Restrictions. So long as the Company is in compliance in all material respects with its obligations to the a Buyer pursuant to this Agreement, the Registration Rights Agreements and the holds any Notes or Warrants, each neither such Buyer agrees that it and nor any of its affiliates shall not shall, directly or indirectly, engage in any transaction constituting a "short sales sale" (as defined in Rule 3b-3 under the 1934 Act) of shares of Common Stock or other hedging transactions relating establish an open "put equivalexx xxxxxion" (within the meaning of Rule 16a-1(h) under the 1934 Act) with respect to the Common Stock (ieach a "SHORT SALE"), excexx xx xxose days (each a "PERMITTED DAY") during on which 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 aggregate short position (iiincluding aggregate open "put equivalent positions") during the 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 sale and transaction shall conform to the provisions of the foregoing sentence, except as otherwise provided below with respect to the Preferred Common Stock Subscription Agreements. To 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 6(k4(o) permits short sales shall not apply (a) on and after the first day after the Closing Date on which there shall have occurred a Triggering Event or other hedging transactionsan Event of Default (each as defined in the Notes as if the Notes where then outstanding); (b) on or after the first date after the Closing Date on which a Change of Control (as defined in the Notes as if the Notes were then outstanding) shall have been consummated or there shall have been a public announcement of a pending, then proposed or intended Change of Control; or (c) with respect to a Short Sale (and such transactions may only Short Sale shall be effected at excluded for purposes of determining compliance with the first sentence of this Section 4(o)) so long as such Buyer or above the last reported sale price its affiliates delivers, or is deemed pursuant to Section 8 of the Common Stock Notes to have delivered, a Conversion Notice (as defined in accordance with Rule 10a-1 under the 1934 Act Notes) or an Exercise Notice (assuming that as defined in the exclusions in subparagraph Warrants) on or before 11:59 p.m. (eNew York time) on the Business Day following the day of Rule 10a-1 are inapplicable), and in any case such transactions will not create any daily low sales prices for Short Sale entitling the Common Stock. The foregoing notwithstanding, nothing herein shall prohibit Advantage from entering into a short sale or other hedging transaction involving Holder to receive a number of shares of Common Stock not in excess of at least equal to the number of shares for which it has submitted a conversion notice of Common Stock 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 transfer agent pursuant to its respective Subscription Agreementsaffiliates) is permitted to, dated as engage, directly or indirectly, in hedging transactions involving the Notes, the Warrants and the Common Stock (including, without limitation, by way of December 23short sales, 1997 purchases and June 30sales of options, 1998swap 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 Company number of shares of Common Stock issuable upon exercise of the Warrants held by the applicable Buyer and its affiliates (the "Preferred Stock Subscription Agreements")without regard to any limitations on exercise) on such date.

Certain Trading Restrictions. 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 Agreements, the Adjustment Warrants and the Warrants, each Buyer agrees that it and its affiliates shall not engage in short sales or other hedging transactions relating to 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 (ii) during the 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 sale and transaction shall conform to the provisions of the foregoing sentence, except as otherwise provided below with respect to the Preferred Stock Subscription Agreements. To the extent that the first sentence of this Section 6(k) permits short sales or other hedging transactions, then such transactions may only be effected at or above the last reported sale price of the Common Stock in accordance with Rule 10a-1 under the 1934 Act (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 Common Stock. The foregoing notwithstanding, nothing herein shall prohibit Advantage Genesee from entering into a short sale or other hedging transaction involving a number of shares of Common Stock not in excess of the number of shares for which it has submitted a conversion notice to the Company and its transfer agent pursuant to its respective Subscription Agreements, dated as of December 23, 1997 and June 30, 1998, with the Company (the "Preferred Stock Subscription Agreements").