Prohibited Short Sale definition
Prohibited Short Sale has the meaning ascribed to such term in Section 4.12.
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.
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.