Leak-Out. The Buyer’s sale of the Common Stock issued upon exercise of the Warrant, on each respective Trading Day (as defined in the Note) (each a “Trading Day”) during the Leak Out Period (as defined in this Agreement), shall be limited to the greater of (i) a gross dollar amount of $15,000.00 or (ii) 20% of the Daily Dollar Volume (as defined in this Agreement) on the respective Trading Day. “Leak Out Period” shall mean the period beginning on the date of the consummation of the Uplist Offering and continuing through the date that is three (3) calendar months after the date of the consummation of the Uplist Offering. “Daily Dollar Volume” shall mean, with respect to each Trading Day, the total volume of shares of the Common Stock traded on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated by the Buyer) multiplied by the highest traded price of the Common Stock on the respective Trading Day (as reported by Quotestream or other similar quotation service provider designated by the Buyer).
Leak-Out. Each Purchaser agrees that, on each Trading Day, it shall not sell, transfer, trade or otherwise dispose of its Underlying Shares or other shares of Common Stock in an amount exceeding 20% of the Common Stock sold based on the greater of the preceding or current Trading Day. Notwithstanding the foregoing, (i) each Purchaser shall be entitled to sell $3,500 of Common Stock per Trading Day and (ii) shall be allowed to sell 20% of the aggregate trading volume for such Trading Day and the 4 prior consecutive Trading Days so long as on no single day the Purchaser shall be entitled to sell more than 50% of the trading volume of the Common Stock for such Trading Day.
Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and the Holders agree that:
(i) Commencing the date of this Agreement, subject to any applicable Regulations, each Holder, as applicable, shall be entitled to convert the Note or Preferred Stock or exercise the Warrant and sell the underlying shares, in accordance with the restrictions contained on Schedule A (the “Leak Out”). The Leak Out will remain in effect until March 12, 2016, unless otherwise expressly extended in writing by the Holders (the “Leak Out Period”), at which time the Holders shall no longer be subject to the Leak Out restrictions, and shall be entitled to convert and exercise the Securities, as the Holders in their sole discretion may determine.
(ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, the Company shall be entitled to a two (2) day cure period (the “Cure Period”). During the Cure Period the Holders shall no longer be subject to the Leak Out restrictions until such time as the Company provides written notification and demonstrable proof that such breach has been cured. If such breach is not cured to the satisfaction of any of the Holders during the Cure Period, any of the Holders may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations.
(iii) If at any time the payment schedule as set forth in Schedule B with respect to Xxxxxx Xxxxx is not met, the Company shall provide written notification of non-payment and Xxxxxx Xxxxx shall be entitled to effect payment within the Cure Period. If Xxxxxx Xxxx does not pay the amount payable that is due pursuant to Schedule B during such Cure Period, Xxxxxx Xxxxx agrees not to sell any Common Stock of the Company for 30 calendar days from the date of the missed payment and all other Holders will no longer be subject to the Leak Out restrictions.
(iv) The Company shall facilitate any conversion notice or exercise notice received from the Holders, and shall cause to be issued such shares, as contained in such conversion notice or exercise notice, on a timely basis, as provided for in the respective Security.
Leak-Out. So long as no Event of Default has occurred, the Buyer agrees that the aggregate number of shares of Conversion Share and/or Inducement Shares that may be sold or otherwise transferred by the Buyer (taking into account sales and other transfers: (a) directly from the Buyer, (b) the Buyer’s affiliates, and (c) any holder of such shares previously sold or otherwise transferred to such holder by the Buyer after the Closing Date) shall not exceed the greater of (i) ten percent (10%) of the average daily trading volume for the previous thirty (30) Trading Days of the Common Stock as reported by the OTC Markets Group if the Common Stock is quoted over-the-counter, or by Bloomberg L.P. if the Common Stock is traded on an exchange, and (ii) in any calendar month, an amount equal to $35,000.00 of principal and or interest due and owing converted under the Note.
Leak-Out. The Subscriber hereby agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) in any 90 day period more than 1% of the total outstanding shares of common stock of the Company as of the end of such 90 day period. The Subscriber agrees that the Company may have stop transfer instructions placed with the Company’s transfer agent against transfer of shares held by Subscriber except in compliance with this Section 7. The Company may waive the limitations set forth in this Section 7 at any time in its sole discretion.
Leak-Out. (a) Beginning on the date hereof and ending at 4:00 pm (New York City time) on such date that is ninety (90) days from the date hereof (such period, the “First Restricted Period”), neither the Investor, nor any affiliate of such Investor which (x) had or has knowledge of the transactions contemplated by this Agreement, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such affiliate’s investments or trading (together, the “Investor’s Trading Affiliates”), collectively, shall sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the First Restricted Period (any such date, a “First Date of Determination”), shares of Common Stock of the Company, or shares of common stock of the Company underlying any Common Stock Equivalents, held by the Investor on the date hereof (collectively, the “Restricted Securities”), in an amount representing more than 5% of the trading volume of Common Stock as reported by Bloomberg, LP on each applicable First Date of Determination.
(b) Beginning on 4:00:01 pm on such date that is ninety (90) days from the date hereof and ending at 4:00 pm (New York City time) on such date that is one hundred eighty (180) days from the date hereof (such period, the “Second Restricted Period”), neither the Investor , nor any of Investor's Trading Affiliates, collectively, shall sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the Second Restricted Period (any such date, a “Second Date of Determination”), Restricted Securities, in an amount representing more than 10% of the trading volume of Common Stock as reported by Bloomberg, LP on each applicable Second Date of Determination.
(c) Notwithstanding the foregoing, this Section 4.3 shall not apply to Common Stock purchased by the Investor pursuant to that certain Investment Agreement, dated July 11, 2016, by and between the Company and the Investor.
Leak-Out. The Subscriber hereby agrees that, for a period commencing on the date of this Agreement, and expiring on the date that the Subscriber does not beneficially own any Securities (the “Restricted Period”), Subscriber will not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any Trading Day during the Restricted Period (any such date, a “Date of Determination”), shares of common stock of the Company, in an amount more than 1% of the Monthly Trading Volume of the common stock as reported by Bloomberg, LP for the applicable Date of Determination. The “
Leak-Out. All shares of Common Stock issued pursuant to this Agreement may be liquidated at a daily rate of no more than 5% of the preceding 5-day average volume of the Company’s Common Stock on any given trading day.
Leak-Out. On any given Business Day, in the event that the closing price of the Common Stock on the immediately preceding Business Day is lower than the Minimum Price, the Investor shall not sell Commitment Shares on that Business Day equal to more than ten percent (10%) of that day’s trading volume of the Common Stock.
Leak-Out. Following the Lock-Up Period, Warrantholder acknowledges and agrees that, (i) on any given trading day, it may only sell Warrant Shares representing up to five percent (5%) of the daily trading volume of the Common Stock on the immediately prior Trading Day, and (ii) Warrantholder shall not Transfer any of the Warrant Shares for less than $4.50 per share (as appropriately adjusted for any stock split or reverse stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). For the purpose of this Amendment, “Trading Day” means a day on which the Nasdaq Global Market is open for trading. Notwithstanding the provisions of this Section 5, Warrantholder may not Transfer any Warrant Shares until such time that there is an effective registration statement permitting the resale of the Warrant Shares by Holder on file with the SEC.
