Leak-Out Agreement. In connection with this Agreement and the consummation of the Transaction contemplated hereby, the Buyer and Seller agree to enter into a Leak-Out Agreement, a copy of which is attached hereto as Exhibit B, effective as of the Closing Date.
Leak-Out Agreement. A leak-out agreement, duly executed by the Seller and the Buyer, a form of which is attached hereto as Exhibit E and incorporated by reference herein (the “Leak-Out Agreement”).
Leak-Out Agreement. In connection with this Agreement and the consummation of the Transaction contemplated hereby, the Parties agree to enter into a Leak-Out Agreement, a copy of which is attached hereto as Exhibit B, effective as of the Closing.
Leak-Out Agreement. During the period commencing on the Closing Date and ending on the date the Investor no longer beneficially owns any shares of Common Stock issuable upon conversion of the Convertible Note (the “Securities”) in accordance with the terms thereof, the Investor shall not sell, on any given Trading Day, more than the greater of (i) $10,000 of Common Stock (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) or (ii) 10% of the daily average composite trading volume of the Company’s common stock as reported by Bloomberg, LP (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) for such Trading Day.
Leak-Out Agreement. Commencing on the date hereof, in any single Calendar month, Cornell shall not sell an aggregate number of shares of Common Stock in excess of the Share Limitation amount unless waived in writing by the Company. The “
Leak-Out Agreement a. The Holder agrees with the Company that from the Effective Time through 4:00 p.m. ET on January 27, 2020, neither the Holder, nor any affiliate of such Holder which (x) had or has knowledge of the transactions contemplated by the Securities Purchase Agreement and/or the Warrants, (y) has or shares discretion relating to such Holder’s investments or trading or information concerning such Holder’s investments, including in respect of the Warrant Shares, or (z) is subject to such Holder’s review or input concerning such affiliate’s investments or trading (together, the “Holder’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 (any such date, a “Date of Determination”), shares of Common Stock of the Company, Warrant Shares or shares of common stock of the Company underlying any other Convertible Securities, held by the Holder on the effective date of this Amendment (collectively, the “Restricted Securities”), in an amount representing more than [ ]%(2) (the “Restriction Percentage”) of the composite trading volume of Common Stock as reported by Bloomberg, LP on each applicable Date of Determination; provided, that the foregoing restriction shall not apply to any actual “long” (as defined in Regulation SHO of the 0000 Xxx) sales by the Holder or any of the Holder’s Trading Affiliates at a price greater than $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar events occurring after the date hereof); provided, further, the foregoing restriction shall not apply to any actual “long” sales of shares of Common Stock purchased in open market transactions by the Holder or any of the Holder’s Trading Affiliates. Notwithstanding anything to the contrary contained in this Section 5(a), from 4:00:01 p.m. ET on November 19, 2019 through 4:00 p.m. ET on January 27, 2020, the Restriction Percentage shall be [ ]%(3) instead of [ ]%(4).
b. Notwithstanding anything in this Section 5 to the contrary, the Holder may, directly or indirectly, sell or transfer all, but not less than all, of any Restricted Securities to any Person (an “Assignee”) in a transaction which does not need to be reported on the consolidated tape on the Principal Market, without complying with (or otherwise limited ...
Leak-Out Agreement. Contemporaneously with the execution of this Agreement, the form of Leak-Out Agreement attached hereto as Exhibit C shall be executed by the Pre-Merger PLKD Shareholders named therein.
(a) During the Leak Out Period, PLKD will not be permitted to reverse split its common shares, and
(b) PLKD will have the first right of refusal to purchase the Pleasant Kids Parties Leak Out Percentage for a 20 percent discount to market based on the highest trading price of the Common stock over the 10 trading days prior to the Rights Notice (defined below), during the first 10 days of every month prior to selling to the market.
Leak-Out Agreement. Concurrently herewith, the Company and the Holder have each duly executed and delivered a leak-out agreement in the form attached hereto as Exhibit B (the “Leak-Out Agreement”), which shall supersede and replace any prior leak-out agreement by and between the Company and the Holder, which prior leak-out agreements shall be automatically deemed terminated as of the Effective Date.
Leak-Out Agreement. Each Seller hereby agrees that, for the 24 months following the Closing (the “Leak-Out Period”), regardless of whether the applicable Seller is then an “affiliate” of the Company, such Seller will not (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Buyer Common Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Buyer Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Buyer Common Stock, in cash or otherwise; or (3) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any of the Buyer Common Stock; provided that, each Seller may sell, transfer or otherwise dispose of 50% of the Buyer Common Stock held by such Seller via the Closing Equity Consideration following the date that is six months after the Closing; 50% of the Buyer Common stock held by such Seller via the Closing Equity Consideration following the date that is twelve (12) months after the Closing; 50% of the Buyer Common Stock held by such Seller via the Deferred Equity Consideration following the date that is six months after the Deferred Payment Date; and 50% of the Buyer Common Stock held by such Seller via the Deferred Equity Consideration following the date that is twelve months after the Deferred Payment Date. Any sales made by “affiliates” of the Company during the Leak-Out Period are additionally subject to the standard volume and other limitations applicable to any “affiliate” of the Company under the Rule 144 promulgated under the Securities Act. Each Seller understands that the Buyer is relying upon this leak-out agreement and this leak-out agreement is irrevocable and shall be binding upon the Sellers’ heirs, legal representatives, successors and assigns.
Leak-Out Agreement. Effective as of the date hereof, the parties agree that the Leak-Out Agreement shall be amended such that the reference to the date “August 2, 2019” in the first sentence of the third paragraph of the Leak-Out Agreement shall hereby be deleted in its entirety and the following date substituted in lieu thereof: “August 15, 2019”.] 2 1 To be included where applicable 2 To be included where applicable
