Prohibited Short Sale definition

Prohibited Short Sale has the meaning ascribed to such term in Section 4.12.
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Prohibited Short Sale by the Investor means a Short Sale that is executed at a time when the Investor has no equivalent offsetting long position in the Common Shares. For purposes of determining whether the Investor has an equivalent offsetting long position in the Common Shares, all Common Shares, including all Common Shares that would be issuable upon conversion in full of the Note, and any other security held by the Investor that is convertible into Common Shares, then held by the Investor (assuming that such Note and other securities were then fully convertible or exercisable, notwithstanding any provisions to the contrary, and giving effect to any conversion or exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Investor.
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Prohibited Short Sale by a Purchaser means a Short Sale that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock and all Common Stock that would be issuable upon conversion or exercise in full of the Notes and Warrants, and any other security held by such Purchaser that is convertible into Common Stock, then held by such Purchaser (assuming that such Notes and Warrants and other securities were then fully convertible or exercisable, notwithstanding any provisions to the contrary, and giving effect to any conversion or exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.
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Related to Prohibited Short Sale

  • Short Sale means a “short sale” as defined in Rule 200 of Regulation SHO of the Exchange Act.

  • Prohibited Period means the period during which Executive is employed by the Company hereunder and a period of two years following the end of Executive’s employment with the Company.

  • ERISA Prohibited Holder means an employee benefit plan or other retirement arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or investing the assets of such a Plan.

  • Short Sales means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

  • Prohibited Transaction means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

  • Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

  • Prohibited Activity means any service or activity on behalf of a Competing Business that involves the planning, management, supervision, or providing of services that are similar in nature or purpose to those services Employee provided to the Company within the last 12 months of Employee’s employment with the Company or any other activities that would involve the use or disclosure of Confidential Information.

  • Prohibited Action means an action of the Client as defined under paragraph 10.1 of this Client Agreement. A Prohibited Action constitutes an event of Default giving the Company the right to take action under paragraph 14.2 of this Client Agreement.

  • Prohibited Act means: to directly or indirectly offer, promise or give any person working for or engaged by the Customer and/or the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; or committing any offence: under the Bribery Act 2010; or under legislation creating offences concerning Fraud; or at common law concerning Fraud; or committing or attempting or conspiring to commit Fraud;

  • Prohibited Person means any Person:

  • Prohibited Transactions means a personal securities transaction prohibited by this Code.

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Prohibited Party As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party. All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Prohibited Activities has the meaning set forth in Paragraph 6.26.

  • Prohibited Payment means any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any Law for the purpose of influencing any act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality.

  • Prohibited Acts means the acts specified in Clause 33 (Prohibited Acts);

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Prohibited Business shall be defined as any business and any branch, office or operation thereof, which is a primary competitor of the Company with respect to the Business wherever the Company does business, in North America or abroad.

  • Short-Sale Loss means the loss resulting from the Assuming Institution’s agreement with the mortgagor to accept a payoff in an amount less than the balance due on the loan (including the costs of any cash incentives to borrower to agree to such sale or to maintain the property pending such sale), further provided, that each Short-Sale Loss shall be calculated in accordance with the form and methodology specified in Exhibits 2b(1)-(3).

  • Prohibited Investment means Property (other than prescribed excluded Property as that term is defined in the Tax Act) that is:

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated July 19, 2004 as supplemented by the prospectus supplement dated July 26, 2004, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.