Common use of TRADING PROHIBITION Clause in Contracts

TRADING PROHIBITION. The Company and each Shareholder hereby acknowledge that the transactions contemplated hereby and information disclosed and to be disclosed to the Company, such Shareholder and their representatives may, from time to time, constitute or include material non-public information concerning Buyer. The Company and each Shareholder acknowledge that they are aware, and that they have advised and will continue to advise all employees and representatives of the Company or any Shareholder to whom the existence of this transaction or any such information has been or may be disclosed that (i) the federal securities laws may prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement. Between the date of this Agreement and the Closing neither the Company nor any Shareholder (nor any trustees or beneficiaries of the Shareholder) will acquire any shares of common stock, $.001 par value per share, of Buyer, except that the Shareholders may acquire the TMP Shares at Closing as contemplated herein. Each Shareholder will not, and it will cause any of its trustees and beneficiaries not to, in any way sell, transfer or assign any Company Shares owned by any Shareholder or the TMP Shares to be acquired by any Shareholder hereunder, or reduce his risk or commit to reduce his risk with respect to the Company Shares owned by any Shareholder or TMP Shares to be acquired by any Shareholder hereunder, whether by entering into a put, collar, option, margin or other arrangement, until, in the case of TMP Shares, after the filing with the SEC (as defined in Section 8.5) of financial results of Buyer covering at least 30 days of post-Closing combined operations of Buyer and the Company, except for the sale of Company Shares to Buyer as contemplated hereunder.

TRADING PROHIBITION. The Company and each Shareholder the Owners hereby acknowledge that the transactions contemplated hereby and information disclosed and to be disclosed to the Company, such Shareholder the Owners and their representatives may, from time to time, constitute or include material non-public information concerning Buyer. The Company and each Shareholder the Owners acknowledge that they are aware, and that they have advised and will continue to advise all employees and representatives of the Company or any Shareholder the Owners to whom the existence of this transaction or any such information has been or may be disclosed that (i) the federal securities laws may prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement. Between the date of this Agreement and the Closing neither the Company nor any Shareholder (nor any trustees or beneficiaries of the Shareholder) Owner will acquire any shares of common stock, $.001 par value per share, of BuyerTMP Common Stock, except that the Shareholders Owners may acquire the TMP Shares at Closing as contemplated herein. Each Shareholder No Owner will not, and it will cause any of its trustees and beneficiaries not to, in any way sell, transfer or assign any Company Shares Membership Interests owned by any Shareholder such Owner or the TMP Shares to be acquired by any Shareholder such Owner hereunder, or reduce his or her risk or commit to reduce his or her risk with respect to the Company Shares Membership Interests owned by any Shareholder such Owner or TMP Shares to be acquired by any Shareholder such Owner hereunder, whether by entering into a put, collar, option, margin or other arrangement, until, in the case of TMP Shares, after the filing with the SEC (as defined in Section 8.5) publication of financial results of Buyer covering at least 30 days of post-Closing combined operations of Buyer and Buyer, including the CompanyBusiness, in a filing with the SEC, except for the sale of Company Shares to Buyer in accordance with Accounting Series Release No. 135, as contemplated hereunderamended by Staff Accounting Bulletins Nos. 65 and 76.

TRADING PROHIBITION. The Company and each Shareholder hereby acknowledge that the transactions contemplated hereby and information disclosed and to be disclosed to the Company, such Shareholder and their representatives may, from time to time, constitute or include material non-public information concerning Buyer. The Company and each Shareholder acknowledge that they are aware, and that they have advised and will continue to advise all employees and representatives of the Company or any Shareholder to whom the existence of this transaction or any such information has been or may be disclosed that (i) the federal securities laws may prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement. Between the date of this Agreement and the Closing neither the Company nor any Shareholder (nor any trustees or beneficiaries of the Shareholder) will acquire any shares of common stock, $.001 .005 par value per share, of BuyerParent, except that the Shareholders may acquire the TMP Parent Shares at Closing as contemplated herein. Each Shareholder will not, and it will cause any of its trustees and beneficiaries not to, in any way sell, transfer or assign any Company Shares owned by any Shareholder or the TMP Parent Shares to be acquired by any Shareholder hereunder, or reduce his risk or commit to reduce his risk with respect to the Company Shares owned by any Shareholder or TMP Shares Parent Common Stock to be acquired by any Shareholder hereunder, whether by entering into a put, collar, option, margin or other arrangement, until, in the case of TMP Parent Shares, after the filing with the SEC (as defined in Section 8.5) of financial results of Buyer Parent covering at least 30 days of post-Closing combined operations of Buyer Parent and the Company, except for the sale of Company Shares to Buyer Parent as contemplated hereunder.