Common use of No Prohibited Transactions Clause in Contracts

No Prohibited Transactions. The Undersigned and such Holder have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was first contacted by either the Company or any other person acting on the Company’s behalf regarding the Transactions or this Agreement, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such Holder’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” of the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an Account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable Holder.

No Prohibited Transactions. The Undersigned and such Holder have Such Purchaser has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned such Purchaser was first contacted by either the Company or any other person acting on the Company’s behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and the Undersigned and such Holder Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to the Undersigned’s and such HolderPurchaser’s compliance with their respective its obligations under the U.S. federal securities laws and the UndersignedPurchaser’s and such Holder’s respective internal policies, (a) “Undersigned” and “HolderPurchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersignedsuch Purchaser’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an Account account of a Purchaser that was effected without the advice or participation of, or such Accountaccount’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable HolderPurchaser.

No Prohibited Transactions. The Undersigned and such Holder have Such Purchaser has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was investment professionals affiliated with such Purchaser (i.e., persons other than compliance personnel affiliated with such Purchaser) were first contacted by either the Company Company, Xxxxxxxx South, LLC (the “Placement Agent”) or any other person acting on the Company’s behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the Securities, and the Undersigned and such Holder Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to the Undersigned’s and such HolderPurchaser’s compliance with their respective its obligations under the U.S. federal securities laws and the Undersignedsuch Purchaser’s and such Holder’s respective internal policies, (a) “Undersigned” and “HolderPurchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” affiliates of the Undersigned or the applicable Holder such Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersignedsuch Purchaser’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an Account affiliate of a Purchaser that was effected without the advice or participation of, or such Accountaffiliate’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable Holdersuch Purchaser.

No Prohibited Transactions. The Undersigned and such Holder have Noteholder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned Noteholder was first contacted by either the Company or any other person regarding the Transactions, this Agreement or an investment in the New Secured Notes, the Warrants or the Company. The Noteholder covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage, directly or indirectly, in any transactions in the Company’s behalf regarding securities of the Company (including Short Sales) prior to the time the Transactions or this Agreement, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below)are publicly disclosed. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.7, subject to the Undersigned’s and such HolderNoteholder’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such HolderNoteholder’s respective internal policies, (a) “Undersigned” and “HolderNoteholder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder Noteholder that are effectively walled off by appropriate “fire wallFire Wall” information barriers approved by the Undersigned’s or such HolderNoteholder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.7 shall not apply to any transaction by or on behalf of an Account account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable HolderNoteholder.

No Prohibited Transactions. The Undersigned and such Holder have Noteholder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned Noteholder was first contacted by either the Company or any other person regarding the Exchange, this Agreement or an investment in the New Secured Notes or the Company. The Noteholder covenants that neither it nor any person acting on the Company’s its behalf regarding the Transactions or this Agreementpursuant to any understanding with it will engage, and the Undersigned and such Holder shall not engage directly or indirectly, in any such activities until transactions in the Disclosure Time securities of the Company (as defined below)including Short Sales) prior to the time the Exchange is publicly disclosed. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.7, subject to the Undersigned’s and such HolderNoteholder’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such HolderNoteholder’s respective internal policies, (a) “Undersigned” and “HolderNoteholder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder Noteholder that are effectively walled off by appropriate “fire wallFire Wall” information barriers approved by the Undersigned’s or such HolderNoteholder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the TransactionsExchange), and (b) the foregoing representations and covenants of this Section 2.6 2.7 shall not apply to any transaction by or on behalf of an Account account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable HolderNoteholder.

No Prohibited Transactions. The Undersigned and such Holder the Purchaser have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was first contacted by either the Company or any other person acting on the Company’s behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and the Undersigned and such Holder the Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to the Undersigned’s and such Holderthe Purchaser’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holderthe Purchaser’s respective internal policies, (a) “Undersigned” and “HolderPurchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holderthe Purchaser’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an Account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable HolderPurchaser.

No Prohibited Transactions. The Undersigned and such Such Holder have has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned such Xxxxxx was first contacted by either the Company or any other person acting on the Company’s behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such Holder’s compliance with their respective its obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an Account account of a Holder that was effected without the advice or participation of, or such Accountaccount’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable Holder.

No Prohibited Transactions. The Undersigned and such Holder Purchaser have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was first contacted by either the Company or any other person acting on the Company’s behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and the Undersigned and such Holder Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to the Undersigned’s and such HolderPurchaser’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holderthe Purchaser’s respective internal policies, (a) “Undersigned” and “HolderPurchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such HolderPurchaser’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an Account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable HolderPurchaser.

No Prohibited Transactions. The Undersigned and such Such Holder have has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were first contacted by either the Company Company, Xxxxxxxx South, LLC (the “Placement Agent”) or any other person acting on the Company’s behalf regarding the Transactions or this Agreement, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such Holder’s compliance with their respective its obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” affiliates of the Undersigned or the applicable such Holder that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an Account affiliate of a Holder that was effected without the advice or participation of, or such Accountaffiliate’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable Holdersuch Xxxxxx.

No Prohibited Transactions. The Each of the Undersigned and such Holder have each Holder, has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, has engaged in any transactions in the securities of the Company (including, including without limitation, limitation any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was first contacted on February 21, 2023 by either the Company or SVB Securities LLC regarding the Transactions, this Agreement or an investment in the Holder New Shares. Each of the Undersigned and the Holder covenants that neither it nor any other person acting on the Company’s its behalf or pursuant to any understanding with it will disclose to a third party any information regarding the Transactions or this Agreementengage, and the Undersigned and such Holder shall not engage directly or indirectly, in any transactions in the securities of the Company (including Short Sales) prior to the first to occur of (i) the time the Transactions are publicly disclosed and (ii) the time mandated for disclosure pursuant to Section 3.6 (the first of such activities until times, the Disclosure Time (as defined below“Restriction Termination Time”). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such each Holder’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such the Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliates” Affiliates of the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wallFire Wall” information barriers approved by the Undersigned’s or such HolderHxxxxx’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an Account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable Holder.

No Prohibited Transactions. The Undersigned and such Holder have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that the Undersigned was first contacted by either the Company or any other person acting on the Company’s behalf regarding the Transactions or this Agreement, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, including without limitation, limitation on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such Holder’s compliance with their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or “Affiliatesaffiliates” (as such term is defined in Rule 405 promulgated under the Securities Act, an “Affiliate”) of the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an Account that was effected without the advice or participation of, or such Account’s receipt of information regarding the Transactions provided by, the Undersigned or the applicable Holder.