Market Activity Clause Samples

The Market Activity clause defines the rules and limitations regarding a party's conduct in the marketplace, particularly in relation to the subject matter of the agreement. It typically outlines what types of transactions, communications, or disclosures are permitted or restricted, such as prohibiting the public announcement of negotiations or restricting trading in securities based on confidential information. This clause serves to prevent actions that could unfairly influence market conditions, protect sensitive information, and ensure compliance with applicable laws and regulations.
Market Activity. The Investor agrees that it will not engage, and will not induce any of its Affiliates to engage, in (a) short sales of the Common Stock it purchases hereunder and (b) any activity that manipulates the price of the Common Stock in violation of Regulation M promulgated under the Exchange Act.
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Market Activity. Until the earlier of (x) the third anniversary of this Agreement and (y) the date that the Investor Shares represent less than 10% of the Outstanding Stock, the Investor shall not, directly or indirectly, nor permit its Affiliates or any Person acting on behalf of or pursuant to any understanding with the Investor or its Affiliates, to engage in any Short Sales, derivatives, participations, swaps or enter into any other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Common Stock and the Convertible Notes held by the Investor without transferring title to or legal ownership of such Common Stock and Convertible Notes. Except as set forth in Section 3.2 and this Section 3.4, the Convertible Note Purchase Agreement and applicable Law, the sale or transfer of any securities of the Company by the Investor shall not be subject to any restrictions.
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Market Activity. Neither the Obligated Parties, nor its affiliates, have taken or will take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in manipulation of the price of the Common Stock.
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Market Activity. The Investor agrees that from the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, that it shall not, and shall not permit any Person acting on its behalf to, engage in Short Sales, derivatives, participations, swaps or other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Common Stock.
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Market Activity. Parent will not repurchase any of its capital stock prior to the Effective Time. Further, Parent shall give the Company written notice of any "road shows" or unusual promotional activities it intends to undertake prior to the Effective Time. The Company and the Shareholders shall not, and shall cause their affiliates not to, make any transactions in securities of Parent or otherwise take any actions that, may adversely affect the market price of Parent Common Stock prior to the Effective Time.
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Market Activity. Parent agrees that from the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, that it shall not, and shall not permit any Person acting on its behalf to, engage in Short Sales, derivatives, participations, swaps or other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of Parent Common Stock.
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Market Activity. The Company has previously purchased shares of Common Stock in market transactions. The Company has not repurchased or sold any shares of Common Stock in market transactions on the business day immediately preceding the date of this Agreement.
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Market Activity. The Seller has previously sold shares of Common Stock in market transactions. The Seller has not purchased or sold any shares of Common Stock in market transactions on the business day immediately preceding the date of this Agreement.
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Market Activity. From and after the date hereof and until 11:59 p.m. on December 21, 2010, each Buyer and its affiliates shall not, directly or indirectly, engage in any transactions involving “short sales” (as defined in Rule 200 of Regulation SHO under the 1▇▇▇ ▇▇▇) or any transaction involving derivatives that would result in a “put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act), in each case with respect to the Common Stock; provided, however, that nothing shall prevent any Buyer from taking any actions to use available shares to borrow in order to effect short sales or similar transactions in the future and nothing shall prevent or limit the sale of any Securities issued hereunder. Notwithstanding anything to the contrary contained herein, the foregoing restrictions shall not apply to any Buyer that irrevocably elects to forego the adjustment to increase the Maximum Eligibility Number contemplated in the Series B Warrants.
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Related to Market Activity

  • Market Activities The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.

  • Certain Market Activities Neither the Company, nor any of the Subsidiaries, nor any of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

  • Competitive Activity To the extent a Participant lives in a jurisdiction where restrictive covenants are void as against public policy, this Section 6(b) shall be considered deleted from and therefore not part of this Agreement. (i) The Participant shall be deemed to have engaged in “Competitive Activity” if, during the period commencing on the Date of Grant and ending on the date that is 12 months after the Termination Date (the “Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other Person (as defined below), directly or indirectly, violates any of the following prohibitions: (I) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any individual, person, firm, part-nership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client: (1) with whom the Participant had personal contact or dealings on behalf of the Company or any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; (2) with whom employees reporting to the Participant have had personal contact or dealings on behalf of the Company or any of its Subsidiaries or Affiliates during the one-year period preceding the Termination Date; or (3) for whom the Participant had direct or indirect responsibility during the one-year period preceding the Termination Date. (II) During the Restricted Activity Period, the Participant will not directly or indirectly: (1) engage in any business that competes with the business of the Company or any of its Subsidiaries or Affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product or service of the type developed, manufactured or sold by the Company or any of its Subsidiaries or Affiliates (including, without limitation, any other business that the Company or any of its Subsidiaries or Affiliates have plans to engage in as of the Termination Date) in any geographical area where the Company or any of its Subsidiaries or Affiliates conducts business (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling Affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempt to interfere with, any business relationship (whether formed before, on or after the Date of Grant) between the Company or any of its Subsidiaries or Affiliates and any customer, client, supplier, or investor of the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything to the contrary in this Agreement, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (i) is not a controlling person of, or a member of a group that controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. Any such qualifying ownership shall not be deemed to be engaging in Competitive Activity or a Restrictive Covenant Violation for purposes of this Agreement. (III) During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or any of its Subsidiaries or Affiliates to leave such Employment; or (2) hire any such employee who was employed by the Company or any of its Subsidiaries or Affiliates as of the Termination Date or who left the employment of the Company or any of its Subsidiaries or Affiliates coincident with, or within six (6) months prior to or after, the Termination Date; provided, however, that this restriction shall cease to apply to any employee who has not been employed by the Company or any of its Subsidiaries or Affiliates for at least six (6) months. (IV) During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates. (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 6(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 6(b).

  • PROJECT ACTIVITIES This Grant Agreement is for the Foundational Year only. Subsection 1. Continuous SIA Plan Implementation (a) Increasing instructional time, which may include: (A) More hours or days of instructional time; (B) Summer programs; (C) Before-school or after-school programs; or (D) Technological investments that minimize class time used for assessments administered to students. (b) Addressing students’ health or safety needs, which may include: (A) Social-emotional learning and development; (B) Student mental and behavioral health; (C) Improvements to teaching and learning practices or organizational structures that lead to better interpersonal relationships at the school; (D) Student health and wellness; (E) Trauma-informed practices; (F) School health professionals and assistants; or (G) Facility improvements directly related to improving student health or safety. (c) Reducing class sizes, which may include increasing the use of instructional assistants, by using evidence-based criteria to ensure appropriate student-teacher ratios or staff caseloads. (d) Expanding availability of and student participation in well-rounded learning experiences, which may include: (A) Developmentally appropriate and culturally responsive early literacy practices and programs in prekindergarten through third grade; (B) Culturally responsive practices and programs in grades six through eight, including learning, counseling and student support that is connected to colleges and careers; (C) Broadened curricular options at all grade levels, including access to: (i) Art, music and physical education classes; (ii) Science, technology, engineering and mathematics education;

  • Regulated Activities The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, the Bank and/or such of its Subsidiaries or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.