Common use of No Trading Clause in Contracts

No Trading. The Company, Pubco, Merger Sub and the Sellers each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub and the Sellers each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaser, communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Each of the Company and the Sellers each acknowledge Purchaser acknowledges and agree agrees that it is aware, and that their respective its Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Each of the Company and the Sellers each Purchaser hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe other (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to Purchaser the other Party in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Each of the Seller and the Sellers each acknowledge Purchaser acknowledges and agree agrees that it is aware, and that their respective its Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Each of the Seller and the Sellers each Purchaser hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe other (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to Purchaser the other Party in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub and the Sellers each Parties acknowledge and agree that it is they are aware, and that their respective the Company’s and Purchaser’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Purchaserthe Purchaser and/or the Company Stockholder, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub and Each of the Sellers each Parties hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser and/or the Company Stockholder (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser and/or the Company Stockholder in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company acknowledges and the Sellers each acknowledge and agree agrees that it is aware, and that their respective the Company’s Affiliates are aware (and each of their respective Representatives is are aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq (or NYSE, as applicable) promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub and the Sellers each Company hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Each of the Company and the Sellers each acknowledge Shareholders’ Representative acknowledges and agree agrees that it is aware, and that their respective its Affiliates are aware (and each of their respective Representatives representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Each of the Company and the Sellers each Shareholders’ Representative hereby agree agrees that, while it is in possession of such material nonpublic informationinformation of the Purchaser, it shall not purchase or sell any securities of Purchaserthe Purchaser in violation of such Laws, communicate such information to any third partyparty without the consent of the Purchaser, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub and the Sellers Company Shareholders each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic non-public information of Purchaser, will be advised) ), of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq NYSE promulgated thereunder or otherwise (the “Federal U.S. Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic non-public information about a publicly traded company. The Each of the Company, Pubco, Merger Sub Pubco and the Sellers each Company Shareholders hereby agree agrees that, while it is in possession of such material nonpublic non-public information, it shall not purchase or sell any securities of Purchaser, communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubcothe Seller, Merger Sub and the Sellers each Seller Parent acknowledge and agree that it is they are aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubcothe Seller, Merger Sub and the Sellers each Seller Parent hereby agree that, while it is they are in possession of such material nonpublic information, it they shall not purchase or sell any securities of Purchaserthe Purchaser (other than to engage in the Purchase in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, First Merger Sub and the Sellers Second Merger Sub each acknowledge acknowledges and agree agrees that it is aware, and that their respective the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, First Merger Sub and the Sellers Second Merger Sub each hereby agree that, while it is in possession of such any material nonpublic informationinformation of Purchaser, it shall not purchase or sell any securities of PurchaserPurchaser (other than to engage in the Mergers in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, Laws or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Each of Company and the Sellers each acknowledge acknowledges and agree agrees that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserBuyer, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq (or other applicable national exchange) promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Each of Company and the Sellers each hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserBuyer (other than to engage in the Transactions contemplated by this Agreement), communicate such information to any third party, take any other action with respect to Purchaser Buyer in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub the Seller Representative and the Sellers Merger Subs each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserSPAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub the Seller Representative and the Sellers Merger Subs each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserSPAC, communicate such information to any third party, take any other action with respect to Purchaser SPAC in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company and the Sellers each acknowledge and agree that it each is aware, and that their respective the Company’s Affiliates are aware (and to the Knowledge of the Seller Parties each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserBuyer, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Company and the Sellers each Seller hereby agree that, while it such Party is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Buyer), communicate such information to any third party, take any other action with respect to Purchaser the Buyer in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company acknowledges and the Sellers each acknowledge and agree agrees that it is aware, and that their respective the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq (or NYSE, as applicable) promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub and the Sellers each Company hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company Entities and the Sellers each acknowledge and agree that it each of them is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserDMAC, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Company Entities and the Sellers each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserDMAC, communicate such information to any third party, take any other action with respect to Purchaser DMAC in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company and the Sellers each acknowledge and agree that it each is aware, and that their respective the Company’s Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by the U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Each of the Company and the Sellers each hereby agree that, while it is any of them are in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser (other than acquire the Exchange Shares in accordance with Article I and Article II, communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Each of the Company, Pubco, Merger Sub Sub, the Sellers and the Sellers each Seller Representative acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Sub, the Sellers and the Sellers Seller Representative each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserPurchaser (other than pursuant to the Transactions), communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company and the Sellers each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Company and the Sellers each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserPurchaser (other than to engage in the Securities Exchange in accordance with Article II), communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company and the Sellers each acknowledge and agree that it each is aware, and that their respective the Company’s Affiliates are aware (and to the Knowledge of the Seller Parties each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserBuyer, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Company and the Sellers each such Seller hereby agree that, while it such Party is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserParent), communicate such information to any third party, take any other action with respect to Purchaser Parent or Buyer in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Each of the Company, Pubco, Merger Sub the Sellers and the Sellers each acknowledge Seller Representative acknowledges and agree agrees that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq NYSE (or other applicable National Exchange) promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Each of the Company, Pubco, Merger Sub the Seller Representative and the Sellers each hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser (other than to engage in the Share Exchange in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company and the Sellers each acknowledge and agree that it each is aware, and that their respective the Company's Affiliates are aware (and to the Knowledge of the Company each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserBuyer, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “"Federal Securities Laws”") and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Company and the Sellers each Seller hereby agree that, while it such Party is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Buyer), communicate such information to any third party, take any other action with respect to Purchaser the Buyer in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Seller and Seller Merger Sub and the Sellers each acknowledge and agree that it is aware, and that their respective Affiliates are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and Laws”)and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Seller and Seller Merger Sub and the Sellers each hereby agree that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of PurchaserPurchaser (other than to engage in the Merger in accordance with this Agreement), communicate such information to any third party, take any other action with respect to Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company acknowledges and the Sellers each acknowledge and agree agrees that it is aware, and that their respective the Company’s Affiliates are aware (and to the Knowledge of the Company each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub and the Sellers each Company hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company and the Sellers each Seller acknowledge and agree that it each is aware, and that their respective the Company’s Affiliates are aware (and to the Knowledge of Seller each of their respective Representatives is aware or, upon receipt of any material nonpublic information of PurchaserBuyer, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub Company and the Sellers each Seller hereby agree that, while it such party is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Buyer), communicate such information to any third party, other than its officers, directors, employees, agents, advisors and consultants having a need to know and who are bound by similar obligations of confidentiality, or take any other action with respect to Purchaser the Buyer in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

No Trading. The Company, Pubco, Merger Sub Company acknowledges and the Sellers each acknowledge and agree agrees that it is aware, and that their respective the Company’s Affiliates are aware (and to the Knowledge of the Company each of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Purchaser, will be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company, Pubco, Merger Sub and the Sellers each Company hereby agree agrees that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Purchaserthe Purchaser (other than to engage in the Merger in accordance with Article I), communicate such information to any third party, take any other action with respect to the Purchaser in violation of such Laws, or cause or encourage any third party to do any of the foregoingforegoing except as provided in this Agreement.