Restriction on Trading. Genesis and the Genesis Members agree that ---------------------- they will not trade (or cause or encourage any third party to trade), and Genesis and the Genesis Members will use their respective best efforts to assure that none of the Genesis Representatives will trade (or cause or encourage any third party to trade), in the JWCFS Common Stock (or securities convertible into or exercisable for shares of JWCFS Common Stock), while in possession of any material non-public information concerning JWCFS.
Restriction on Trading. Each Subscriber hereby agrees that, during the ten (10) trading days immediately preceding any Conversion Date (as defined in the New Note) and the ten (10) trading days immediately following the issuance of Common Stock in respect of such conversion, it shall not, whether directly or indirectly: (i) buy or sell, or make or accept any offer to buy or sell, any shares of capital stock of the Company; or (ii) buy or sell, or make or accept any offer to buy or sell, any derivative security based on or relating to any capital stock of the Company (including without limitation options to buy or sell shares of capital stock of the Company). Each Subscriber hereby further agrees not to engage in any short sales of any shares of capital stock of the Company for so long as any of its shares of Preferred Stock remain issued and outstanding. No Subscriber shall be entitled to convert its Preferred Stock into Common Stock until ten (10) consecutive trading days have elapsed during which it has not engaged in any of the transactions prohibited by this Section 14.9.
Restriction on Trading. Purchaser shall not publicly trade in any equity securities of Company until Company has publicly announced the transactions set forth in this Agreement, and either (i) the transactions set forth herein have Closed or (ii) the termination of this Agreement upon the mutual consent of the parties hereto.
Restriction on Trading. The Company shall not, and shall cause Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxxxxx Xxxxxxxxxx to refrain from, trading in any shares of Common Stock (other than issuances by the Company and acquisitions by directors and executive officers upon exercise of outstanding stock options granted to directors and officers) until the earlier of (i) the effectiveness of the registration statement contemplated by the Registration Rights Agreement, or (ii) the date on which the Shares and Warrant Shares are freely tradable by the Buyer without restriction pursuant to Rule 144(k) promulgated under the 0000 Xxx.
Restriction on Trading. The Purchaser (on its own behalf an on behalf of any Beneficial Purchaser) covenants and agrees that neither it nor any Beneficial Purchaser will, directly or indirectly, sell, dispose or otherwise trade, or cause to be sold, disposed or otherwise traded, any securities of the Company or any derivatives thereof for a period of ten Business Days preceding the date that the Company, Canopy and/or Canopy USA has announced as the anticipated closing date of the Transaction, as such anticipated closing date may be subsequently adjusted from time to time. Notwithstanding the foregoing, nothing in this section 9(y) shall prohibit the Purchaser from exercising the Put Right in accordance with the terms of the Put Agreement. The Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that the foregoing representations and warranties are made by it with the intention that they may be relied upon by the Company and the Agent in determining the Purchaser’s eligibility or (if applicable) the eligibility of each Beneficial Purchaser on whose behalf it is contracting hereunder to purchase the Purchased Securities under Securities Laws. The Purchaser and each Beneficial Purchaser, if any, further agrees that by accepting delivery of the certificates or an electronic deposit representing the Purchased Securities on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Date with the same force and effect as if they had been made by the Purchaser and each Beneficial Purchaser at the Closing Time and that they shall survive the purchase by the Purchaser and each Beneficial Purchaser of the Purchased Securities and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser or any Beneficial Purchaser of the Purchased Securities. The Purchaser and each Beneficial Purchaser, if any, undertakes to notify the Company, and the Agent at the address set out on page 2 hereof, immediately of any change in any representation, warranty or other information relating to the Purchaser set out in this Subscription Agreement which takes place prior to the Closing Time.
Restriction on Trading. The number of shares comprising ---------------------- the Acquired TurboChef Common Stock is being derived in part by a formula which utilizes the Maytag VWAP and the TurboChef VWAP over a designated period of two trading days. Neither Maytag or TurboChef, nor any of their affiliates, agents or representatives on their behalf, shall purchase any Maytag Common Stock or any TurboChef Common Stock during such two day period.
Restriction on Trading. The Company and the Shareholders agree that they will not trade (or cause or encourage any third party to trade), and will use their respective best efforts to assure that none of the Company Representatives will trade (or cause or encourage any third party to trade), in the United Common Stock (or securities convertible into or exercisable for shares of United Common Stock), while in possession of any material non-public information concerning UCB.
Restriction on Trading. You acknowledge that you may be deemed to be an “officer” of ITC^DeltaCom, Inc. for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder. Accordingly, you agree to comply with the reporting requirements of the Exchange Act and the Company’s policies governing trading of such officers for the period after cessation of your reporting obligations contemplated by Rule 16a-2 promulgated under the Exchange Act. You acknowledge that these reporting and related short-swing profit liabilities are solely your responsibility.
Restriction on Trading. All shares of Common Stock issued to Employee under this Section 2.2(d) shall be subject to a restriction prohibiting Employee from selling, pledging, hedging, or otherwise directly or indirectly selling or otherwise disposing of all or any portion of such shares for a period of twelve (12) months following the issuance of such shares to Employee, other than in a "Change of Control" (as such term is defined in Section 5.1(d), below) of the Company. As a condition of issuance of such shares, Employee shall execute and deliver to the Company a share restriction agreement in such form as is required by the Company to memorialize such restriction, and a legend referencing such restriction shall be imprinted on all share certificates evidencing such shares.
Restriction on Trading. 65 ARTICLE XII: TERMINATION ............................................ 65 12.01 Termination of this Merger Agreement ..................... 65 12.02 Liabilities in Event of Termination ...................... 66
