Common use of Short Sales and Confidentiality Prior To The Date Hereof Clause in Contracts

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Such Investor, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have maintained the confidentiality of all disclosures made to such Investor in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of such transactions). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Vaccinex, Inc.), Stock Purchase Agreement (Vaccinex, Inc.), Stock Purchase Agreement (Vaccinex, Inc.)

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Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such InvestorPurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of from the time that such Investor was Purchaser first contacted by received a term sheet (written or oral) from the Company or any other Person regarding representing the Company setting forth the material terms of the transactions contemplated hereby and ending immediately prior to the date hereofhereunder (“Discussion Time”). Notwithstanding the foregoing, in the case of an Investor a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such InvestorOther than to other Persons party to this Agreement, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have such Purchaser has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales short sales or similar transactions in the future.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Pluristem Therapeutics Inc), Securities Purchase Agreement (Pluristem Therapeutics Inc), Securities Purchase Agreement (Lumera Corp)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such InvestorOther than to other Persons party to this Agreement, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have such Investor has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eleven Biotherapeutics, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, the Placement Agent or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such The Investor, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celcuity Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such InvestorPurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of from the time that such Investor Purchaser was first contacted by the Company or any other Person the Placement Agent regarding the transactions contemplated hereby and ending immediately prior to the date hereofexecution hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of an Investor a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Such InvestorOther than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its Affiliates officers, directors, partners, legal and authorized representatives other advisors, employees, agents and advisors who are aware Affiliates, each of whom has a need to know the transactions contemplated by the Transaction Documents have terms of this transaction, such Purchaser has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Oramed Pharmaceuticals Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor Holder has notnot directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such InvestorHolder, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of from the time that such Investor was Holder first contacted by received a term sheet (written or oral) from the Company or any other Person regarding person representing the Company setting forth the material terms of the transactions contemplated hereby and ending immediately prior to hereunder until the date hereofof this Agreement (“Discussion Time”). Notwithstanding the foregoing, in the case of an Investor a Holder that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s Holder's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s Holder's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares securities covered by this Agreement. Such InvestorOther than to other persons party to this Agreement, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have such Holder has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Amendment Agreement (Cord Blood America, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, the Placement Agent or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Such Investor, its Affiliates and and, to the knowledge of such Investor, authorized representatives and advisors of such Investor who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Selecta Biosciences Inc)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, any of the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such The Investor, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lyra Therapeutics, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, either Placement Agent or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Such The Investor, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rafael Holdings, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor Purchaser has notnot directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such InvestorPurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was Purchaser first contacted by learned of the Company or any other Person regarding the transactions contemplated hereby specific purchase and sale transaction being effected pursuant to this Agreement and ending immediately prior to the date execution and delivery hereof. Notwithstanding the foregoing, in the case of an Investor a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such InvestorOther than to other Persons party to this Agreement and to its counsel, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have such Purchaser has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions transaction expressly contemplated by the Transaction Documents this Agreement (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cell Therapeutics Inc)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor Purchaser has notnot directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such InvestorPurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of from the time that such Investor was Purchaser first contacted by received a term sheet (written or oral) from the Company or any other Person regarding representing the Company setting forth the material terms of the transactions contemplated hereby and ending immediately prior to the date hereofhereunder (“Discussion Time”). Notwithstanding the foregoing, in the case of an Investor a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such InvestorPurchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such InvestorPurchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such InvestorOther than to other Persons party to this Agreement, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have such Purchaser has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales short sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hyperdynamics Corp)

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Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereofhereby. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Such Investor, Other than to its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated advisors, including, but not limited to, its outside attorney, accountant, auditor or investment advisor, and other than as may be required by the Transaction Documents have law such Investor has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (MeiraGTx Holdings PLC)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Such Investor, its Affiliates Other than to other Persons party to this Agreement and their respective authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have advisors, such Investor has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (MeiraGTx Holdings PLC)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such Investor, its Affiliates and and, to the knowledge of such Investor, authorized representatives and advisors of such Investor who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionstransaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Immunic, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, a Placement Agent or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such Investor, its Affiliates and and, to the knowledge of such Investor, authorized representatives and advisors of such Investor who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionstransaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Immunic, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor Purchaser has notnot directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such InvestorPurchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of from the time that such Investor was Purchaser first contacted by received a term sheet (written or oral) from the Company or any other Person regarding setting forth the material terms of the transactions contemplated hereby and ending immediately prior to hereunder until the date hereofhereof (“Discussion Time”). Notwithstanding the foregoing, in the case of an Investor a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such InvestorOther than to other Persons party to this Agreement, its Affiliates and authorized representatives and advisors who are aware of the transactions contemplated by the Transaction Documents have such Purchaser has maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales short sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celsia Technologies, Inc.)

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transactions contemplated hereunder, such Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Investor was first contacted by the Company Company, the Placement Agents or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares Securities covered by this Agreement. Such Investor, its Affiliates and and, to the knowledge of such Investor, authorized representatives and advisors of such Investor who are aware of the transactions contemplated by the Transaction Documents have hereby, maintained the confidentiality of all disclosures made to such Investor it in connection with the transactions contemplated by the Transaction Documents this transaction (including the existence and terms of such transactionsthis transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

Appears in 1 contract

Samples: Securities Purchase Agreement (Entasis Therapeutics Holdings Inc.)

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