No Shorting; No Manipulation. (a) During the Measurement Period, the Conversant Investor will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any short sale, any put or call or other derivative transaction or engage in any similar transaction, including any constructive sale, short, or put, or any hedging, derivative, or other transaction with the same or similar effect, or enter into any contract, option, or other arrangement in respect thereof, or publicly announce an intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants, or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Conversant Investor will not, and will cause its Affiliates not to, take, directly or indirectly, any action in bad faith without any reasonable basis designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares. (b) During the Measurement Period, the Issuer will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any purchase transaction or enter into or effect, directly or indirectly, any put or call or other hedging, derivative or other transaction or engage in any similar transaction, including any constructive purchase, or publicly announce any intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Issuer and its Affiliates will not take, directly or indirectly, any action in bad faith or allow any trading designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares.
Appears in 3 contracts
Samples: Convertible Note Purchase Agreement (DiamondHead Holdings Corp.), Convertible Note Purchase Agreement (DiamondHead Holdings Corp.), Share Subscription Agreement (Conversant Capital LLC)
No Shorting; No Manipulation. (a) During the Measurement Period, the Conversant Investor Investors will not, and will cause its their respective Affiliates not to, enter into or effect, directly or indirectly, any short sale, any put or call or other derivative transaction or engage in any similar transaction, including any constructive sale, short, or put, or any hedging, derivative, or other transaction with the same or similar effect, or enter into any contract, option, or other arrangement in respect thereof, or publicly announce an intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants, or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Conversant Investor Investors will not, and will cause its their respective Affiliates not to, take, directly or indirectly, any action in bad faith without any reasonable basis designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares.
(b) During the Measurement Period, the Issuer will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any purchase transaction or enter into or effect, directly or indirectly, any put or call or other hedging, derivative or other transaction or engage in any similar transaction, including any constructive purchase, or publicly announce any intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Issuer and its Affiliates will not take, directly or indirectly, any action in bad faith or allow any trading designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (DiamondHead Holdings Corp.), Convertible Note Purchase Agreement (DiamondHead Holdings Corp.)
No Shorting; No Manipulation. (a) During the Measurement Period, the Conversant Investor will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any short sale, any put or call or other derivative transaction or engage in any similar transaction, including any constructive sale, short, or put, or any hedging, derivative, or other transaction with the same or similar effect, or enter into any contract, option, or other arrangement in respect thereof, or publicly announce an intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants, or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Conversant Investor will not, and will cause its Affiliates not to, take, directly or indirectly, any action in bad faith without any reasonable basis designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares.
(b) During the Measurement Period, the Issuer will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any purchase transaction or enter into or effect, directly or indirectly, any put or call or other hedging, derivative or other transaction or engage in any similar transaction, including any constructive purchase, or publicly announce any intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Issuer and its Affiliates will not take, directly or indirectly, any action in bad faith or allow any trading designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (DiamondHead Holdings Corp.), Convertible Note Purchase Agreement (DiamondHead Holdings Corp.)
No Shorting; No Manipulation.
(a) During the Measurement Period, the Conversant Investor will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any short sale, any put or call or other derivative transaction or engage in any similar transaction, including any constructive sale, short, or put, or any hedging, derivative, or other transaction with the same or similar effect, or enter into any contract, option, or other arrangement in respect thereof, or publicly announce an intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants, or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Conversant Investor will not, and will cause its Affiliates not to, take, directly or indirectly, any action in bad faith without any reasonable basis designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares..
(b) During the Measurement Period, the Issuer will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any purchase transaction or enter into or effect, directly or indirectly, any put or call or other hedging, derivative or other transaction or engage in any similar transaction, including any constructive purchase, or publicly announce any intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Issuer and its Affiliates will not take, directly or indirectly, any action in bad faith or allow any trading designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares..
Appears in 1 contract
Samples: Share Subscription Agreement (United Homes Group, Inc.)
No Shorting; No Manipulation.
(a) During the Measurement Period, the Conversant Investor Investors will not, and will cause its their respective Affiliates not to, enter into or effect, directly or indirectly, any short sale, any put or call or other derivative transaction or engage in any similar transaction, including any constructive sale, short, or put, or any hedging, derivative, or other transaction with the same or similar effect, or enter into any contract, option, or other arrangement in respect thereof, or publicly announce an intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants, or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Conversant Investor Investors will not, and will cause its their respective Affiliates not to, take, directly or indirectly, any action in bad faith without any reasonable basis designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares..
(b) During the Measurement Period, the Issuer will not, and will cause its Affiliates not to, enter into or effect, directly or indirectly, any purchase transaction or enter into or effect, directly or indirectly, any put or call or other hedging, derivative or other transaction or engage in any similar transaction, including any constructive purchase, or publicly announce any intention or plan to engage in any of the foregoing, in each case with respect to the Issuer Shares, any securities convertible into or exchangeable for Issuer Shares, or any options, warrants or other rights to acquire Issuer Shares. Without limiting the foregoing, during the Measurement Period, the Issuer and its Affiliates will not take, directly or indirectly, any action in bad faith or allow any trading designed or intended to stabilize or manipulate the price of the Issuer Shares, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of the Issuer Shares..
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (United Homes Group, Inc.)