NO SHORT SALES OF THE COMMON STOCK Sample Clauses

NO SHORT SALES OF THE COMMON STOCK. So long as (i) a Buyer or any of its affiliates beneficially owns any of Series E Preferred Shares, (ii) the Company has not issued any publicly traded convertible securities and (iii) the Issuer is not in material default under the terms of the Series E Preferred Shares, each Buyer and its affiliates shall not directly or indirectly engage in any short sales or third party short sales of the Company's Common Stock or hold a "put equivalent position" with respect to the Common Stock (as defined in Rule 16a-1 under the 1934 Act).
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NO SHORT SALES OF THE COMMON STOCK. So long as (i) a Buyer owns ---------------------------------- at least $100,000 of Debentures, (ii) the Company has not issued any publicly traded convertible securities and (iii) the Issuer is not in material default under the terms of the Debentures, the Registration Rights Agreement, this Agreement or any related agreement, each Buyer shall not directly or indirectly engage in any short sales or third party short sales of the Company's Common Stock or hold a "put equivalent position" with respect to the Common Stock (as defined in Rule 16a-1 under the 1934 Act). Notwithstanding anything contained to the contrary in this section, in the event that the Company enters into a private placement transaction (other than in connection with employee benefit plans, employee or consultant compensation, or in connection with mergers and acquisitions) which permits the investors rights to engage in short sales of Common Stock, the restrictions contained in this section shall be automatically modified to permit the Buyer to engage in short sales of Common Stock substantially to the extent permitted by the Company with respect to such private placement investors.
Sample 1
NO SHORT SALES OF THE COMMON STOCK. The Agent shall not directly or indirectly engage in any short sales or third party short sales of the Company's Common Stock or hold a "put equivalent position" with respect to the Common Stock (as defined in Rule 16a-1 under the 1934 Act). Notwithstanding anything contained to the contrary in this section, in the event that the Company enters into a private placement transaction (other than in connection with employee benefit plans, employee or consultant compensation, or in connection with mergers and acquisitions) which permits the investors rights to engage in short sales of Common Stock, the restrictions contained in this section shall be automatically modified to permit the Agent to engage in short sales of Common Stock substantially to the extent permitted by the Company with respect to such private placement investors.
Sample 1
NO SHORT SALES OF THE COMMON STOCK. So long as (i) a Buyer or any of its affiliates beneficially owns any Series C Preferred Shares, (ii) the Company has not issued any publicly traded convertible securities and (iii) the Company is not in default under the Certificate of Designations for failing to effect any requested Redemption (as defined in the Certificate of Designations) or conversion of any Series C Preferred Shares pursuant to the Certificate of Designations, such Buyer and its affiliates shall not engage in any short sales, beneficial short sales or third party short sales of the Common Stock.
Sample 1
NO SHORT SALES OF THE COMMON STOCK. So long as (i) a Buyer or any of its affiliates beneficially owns any Debentures, (ii) the Company has not issued any publicly traded convertible securities and (iii) the Company is not in default under the Debentures, such Buyer and its affiliates shall not engage in any short sales or third party short sales of the Common Stock or hold a "put equivalent position" with respect to the Common Stock (as defined in Rule 16a-1 under the 1934 Act).
Sample 1
NO SHORT SALES OF THE COMMON STOCK. So long as (i) a Buyer or any of its affiliates beneficially owns any Series E Preferred Shares, (ii) the Company has not issued any publicly traded convertible securities and (iii) the Company is not in default under this Agreement, the Registration Rights Agreement or the Certificate of Designations for failing to effect any redemption pursuant to the terms of the Certificate of Designations or conversion of any Series E Preferred Shares pursuant to the Certificate of Designations, such Buyer shall not engage in any short sales of the Common Stock ("SHORT SALES"); provided, however, that the restriction on Short Sales set forth in this Section 4(k) shall not apply to Short Sales made (i) for a number of shares of Common Stock not greater than the maximum number of Conversion Shares then issuable for all of such Buyer's outstanding Series E Preferred Shares when the bid price (as reported by Bloomberg L.P.) of the shares of Common Stock on the Nasdaq SmallCap is greater than the Closing Price (as defined in the Certificate of Designations), or (ii) no earlier than ten (10) days prior to the date on which such Buyer delivers a Conversion Notice (as defined in the Certificate of Designations).
Sample 1

Related to NO SHORT SALES OF THE COMMON STOCK

  • No Short Sales Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, the Buyer/Holder shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

  • Restriction on Short Sales The Buyers agree that, so long as any of the Notes remain outstanding, but in no event less than two (2) years from the date hereof, the Buyers will not enter into or effect any “short sales” (as such term is defined in Rule 3b-3 of the 0000 Xxx) of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Registration of the Common Stock The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

  • Distributions Payable in Shares In the event that the Board of the Investment Company shall declare a distribution payable in Shares, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the number of Shares involved, and (ii) that all appropriate action has been taken to effect such distribution.

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORBDCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions: (i) within three years after receipt, if such Equity Security is (A) received upon the conversion of a Defaulted Obligation, or (B) received in an exchange initiated by the Obligor to avoid bankruptcy; and (ii) within 45 days after receipt, if such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law or contractual restriction, in which case such Equity Security shall be sold as soon as such sale is permitted by applicable law or such contract.

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • Proceeds from Shares Sold The Custodian shall receive funds representing cash payments received for Shares issued or sold from time to time by the Funds, and shall promptly credit such funds to the account(s) of the applicable Portfolio(s). The Custodian shall promptly notify each applicable Fund of Custodian's receipt of cash in payment for Shares issued by such Fund by facsimile transmission or in such other manner as the Fund and Custodian may agree in writing. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver all federal funds received by the Custodian in payment for Shares in payment for such investments as may be set forth in such Proper Instructions and at a time agreed upon between the Custodian and the applicable Fund; and (b) make federal funds available to the applicable Fund as of specified times agreed upon from time to time by the applicable Fund and the Custodian, in the amount of checks received in payment for Shares which are deposited to the accounts of each applicable Portfolio.

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

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