Common use of Prohibited Trading Activities Clause in Contracts

Prohibited Trading Activities. Since the earlier to occur of (1) the time that such Purchaser was first contacted by the Company, the Placement Agent or any other Person regarding an investment in the Company and (2) the 10th Trading Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) (each, a “Prohibited Transaction”). Such Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the period from the date hereof until the earlier to occur of (i) the Effectiveness Deadline or (ii) the Effectiveness Date. Each Purchaser agrees that it will not use any of the Shares or Warrant Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. Each Purchaser acknowledges that it is aware that the Commission has published its position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act.

Prohibited Trading Activities. Since the earlier to occur of (1) the time that such Purchaser was first contacted by the Company, the Placement Agent Company or any other Person regarding an investment in the Company and (2) the 10th Trading Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the SecuritiesShares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) (each, a “Prohibited Transaction”). Such Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the period from the date hereof until the earlier to occur of (i) the Effectiveness Deadline or (ii) the Effectiveness Date. Each Purchaser agrees that it will not use any of the Shares or Warrant Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. Each Purchaser acknowledges that it is aware that the Commission has published its position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act.

Prohibited Trading Activities. Since the earlier to occur of (1i) the time that such the Purchaser was first contacted by the Company, the Placement Agent Company or any other Person regarding an investment in the Company and (2ii) the 10th Trading Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares Shares discretion relating to such the Purchaser’s investments or trading or information concerning such the Purchaser’s investments, including in respect of the Purchased Securities, or (z) is subject to such the Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such the Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) (each, a “Prohibited Transaction”). Such The Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the period from the date hereof until the earlier to occur of (i) the Effectiveness Deadline or (ii) the Effectiveness Date. Each The Purchaser agrees that it will not use any of the Shares or Warrant Shares Purchased Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. Each The Purchaser acknowledges that it is aware that the Commission has published its position that covering a short position established prior to effectiveness of a resale registration statement Registration Statement with shares Shares included in such registration statement Registration Statement would be a violation of Section 5 of the Securities Act.

Prohibited Trading Activities. Since the earlier to occur of (1i) the time that such the Purchaser was first contacted by the Company, the Placement Agent Company or any other Person regarding an investment in the Company and (2ii) the 10th Trading Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares Shares discretion relating to such the Purchaser’s investments or trading or information concerning such the Purchaser’s investments, including in respect of the Purchased Securities, or (z) is subject to such the Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, ““ Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such the Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) (each, a ““ Prohibited Transaction”). Such The Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the period from the date hereof until the earlier to occur of (i) the Effectiveness Deadline or (ii) the Effectiveness Date. Each The Purchaser agrees that it will not use any of the Shares or Warrant Shares Purchased Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. Each The Purchaser acknowledges that it is aware that the Commission has published its position that covering a short position established prior to effectiveness of a resale registration statement Registration Statement with shares Shares included in such registration statement Registration Statement would be a violation of Section 5 of the Securities Act.

Prohibited Trading Activities. Since the earlier to occur of (1) the time that such Purchaser was first contacted by the Company, the Placement Agent Company or any other Person regarding an investment in the Company and (2) the 10th Trading Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the SecuritiesShares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) (each, a “Prohibited Transaction”). Such Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the period from the date hereof until the earlier to occur later of (i) the Effectiveness Deadline Effective Date or (ii) 90 days from the Effectiveness Closing Date. Each Purchaser agrees that it will not use any of the Shares or Warrant Conversion Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities lawsShares or Conversion Shares. Each Purchaser acknowledges that it is aware that the Commission has published its position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act.

Prohibited Trading Activities. Since the earlier to occur of (1i) the time that such the Purchaser was first contacted by the Company, the Placement Agent Company or any other Person regarding an investment in the Company and (2ii) the 10th Trading Day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such the Purchaser’s investments or trading or information concerning such the Purchaser’s investments, including in respect of the Purchased Securities, or (z) is subject to such the Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such the Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) (each, a “Prohibited Transaction”). Such The Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction or in any financial transaction that in any way changes the Purchaser’s or its Trading Affiliates’ economic position in the Company during the period from the date hereof until the earlier to occur of (i) the Effectiveness Deadline or (ii) the Effectiveness Date. Each The Purchaser agrees that it will not use any of the Shares or Warrant Shares Purchased Securities acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. Each The Purchaser acknowledges that it is aware that the Commission has published its position that covering a short position established prior to effectiveness of a resale registration statement with shares included in such registration statement would be a violation of Section 5 of the Securities Act.