Net Short Sale definition

Net Short Sale has the meaning set forth in Section 4.13.

Net Short Sale by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked by such Purchaser as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser. Notwithstanding the foregoing, in the event that a Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such 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 Purchaser’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Moreover, notwithstanding the foregoing, in the event that a Purchaser has sold Securities pursuant to Rule 144 prior to the Effective Date and the Company has failed to deliver shares without legends prior to the settlement date for such sale (assuming that such shares meet the requirements set forth in Section 4.1(c) for the removal of legends), the provisions of this Section 4.10 shall not prohibit the Purchaser from entering into Net Short Sales for the purpose of delivering shares of Common Stock in settlement of such sale.

Net Short Sale by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser. Notwithstanding the foregoing, in the event that a Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such 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 Purchaser’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Moreover, notwithstanding the foregoing, in the event that a Purchaser has sold Securities pursuant to Rule 144 prior to the Effective Date of the initial Registration Statement and the Company has failed to deliver certificates without legends prior to the settlement date for such sale (assuming that such certificates meet the requirements set forth in Section 4.1(c) for the removal of legends), the provisions of this Section 4.10 shall not prohibit the Purchaser from entering into Net Short Sales for the purpose of delivering shares of Common Stock in settlement of such sale. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the 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, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance.

Examples of Net Short Sale in a sentence

• For the avoidance of doubt, except as described in Section 4.1(p)(ii) below, no Purchaser shall perform a Net Short Sale.

• For purposes of this Section 4.15, a "Net Short Sale" by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser.

• Each Buyer, its successors and assigns, agrees that so long as the Notes remains outstanding, such Buyer shall not enter into or effect a Net Short Sale (as defined below) of the Common Stock of the Company.

• The Company acknowledges and agrees that upon delivery of a notice of conversion under the Note by the Buyer, the Buyer immediately owns the shares of Common Stock described in the notice of conversion and any sale of those shares issuable under such notice of conversion would not be considered a Net Short Sale.

• If the CAISO makes any adjustment to any CAISO meter data for a given time period, Seller agrees that it shall submit revised monthly invoices, pursuant to Section 6.2, covering the entire applicable time period in order to conform fully such adjustments to the meter data.

• Each Purchaser represents that it has not, and agrees that it shall not make any Net Short Sale of the Company’s Common Stock for the period beginning on the fifteenth (15th) day prior to the date of this Agreement and ending on the date that is two (2) years following the Effective Date.

• Buyer, its successors and assigns, agree that so long as the Note remains outstanding, Buyer shall not enter into or effect a Net Short Sale (as defined below) of the Common Stock of the Company.

• The Company acknowledges and agrees that upon delivery of a notice of conversion under any Note by a Buyer, such Buyer immediately owns the shares of Common Stock described in the notice of conversion and any sale of those shares issuable under such notice of conversion would not be considered a Net Short Sale.

• In the event that the Company subsequently honors a notice of conversion within two (2) Trading Days after the time permitted under the Notes or the applicable certificate of designation, as amended (the "Default Cure"), then such Purchaser must close out the Net Short Sale within three (3) Trading Days of such Purchaser's receipt of written notice from the Company of the Default Cure.

• Each Purchaser represents that it has not, and agrees that it shall not make any Net Short Sale of the Company’s Common Stock for the period beginning on the fifteenth (15th) day prior to the date of this Agreement and ending on the date that is two (2) years following the Closing Date.

More Definitions of Net Short Sale

Net Short Sale by a Buyer shall mean a sale of Common Stock by such Buyer that is marked as a short sale and that is made at a time where there is no equivalent offsetting long position in Common Stock held by such Buyer. For purposes of determining whether there is an equivalent offsetting long position in Common Stock held by a Buyer, any Common Stock underlying a Note held by such Buyer that have not yet been converted pursuant to such Note, shall be deemed to be held long by such Buyer, and the amount of shares of Common Stock held in a long position shall be all unconverted Conversion Shares (subject, however, to all conversion limitations included in the Note) issuable to such Buyer on such date, plus any shares of Common Stock or Common Stock Equivalents otherwise then held by such Buyer.

Net Short Sale by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked as a non-exempt short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser. For purposes of determining whether there is an equivalent offsetting position in Common Stock held by the Purchaser, Warrant Shares that have not yet been issued pursuant to the exercise of Warrants shall be deemed to be held long by the Purchaser, and the amount of shares of Common Stock held in a long position shall be all Shares and unexercised Warrant Shares (ignoring any exercise limitations included therein) issuable to such Purchaser on such date, plus any shares of Common Stock or Common Stock Equivalents otherwise then held by such Purchaser. Notwithstanding the foregoing, in the event that a Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such 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 Purchaser’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Moreover, notwithstanding the foregoing, in the event that a Purchaser has sold Securities pursuant to Rule 144 prior to the Effective Date of the initial Registration Statement and the Company has failed to deliver certificates book-entry statements without legends prior to the settlement date for such sale (assuming that such certificates or book-entry statements meet the requirements set forth in Section 4.1(c) for the removal of legends), the provisions of this Section 4.13 shall not prohibit the Purchaser from entering into Net Short Sales for the purpose of delivering shares of Common Stock in settlement of such sale.

Net Short Sale by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked by such Purchaser as a short sale and that is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser.

Net Short Sale means a sale of Common Stock by a Purchaser, its affiliates, successors and/or assigns that is marked as a short sale and that is made at a time where there is no equivalent offsetting long position in Common Stock held by such Purchaser, its affiliates, successors and/or assigns.

Net Short Sale shall have the meaning ascribed to such term in Section 4.13. “Per Share Purchase Price” equals $0.30 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to Closing.