Common use of Certain Trading Limitations Clause in Contracts

Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 120 days from the Closing Date and (b) the Effective Date of the Registration Statement, it will not enter into any Short Sales. For purposes of this Section 4.1(d), a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and 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 all Options then held by such Purchaser (assuming that such Options 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Stockeryale Inc)

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Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 120 90 days from the Closing Date and (b) the Effective Date effective date of the Registration Statement, it will not enter into any Short Sales. For purposes of this Section 4.1(d)4.5, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and 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 all Options options then held by such Purchaser (assuming that such Options options 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Penwest Pharmaceuticals Co), Securities Purchase Agreement (Penwest Pharmaceuticals Co)

Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 120 90 days from the Closing Date and (b) the Effective Date effective date of the Registration Statement, it will not enter into any Short Sales. For purposes of this Section 4.1(d)4.5, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and 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 all Options options then held by such Purchaser (assuming that such Options options 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.

Appears in 2 contracts

Samples: Share Purchase Agreement (TRM Corp), Share Purchase Agreement (Penwest Pharmaceuticals Co)

Certain Trading Limitations. Each Purchaser Buyer agrees that beginning on the date hereof until prior to the earlier to occur of (a) 120 90 days from the Closing Date and (b) the Effective Date effective date of the Registration Statementregistration statement to be filed in connection with the sale of the Shares, it will not enter into any Short Sales. For purposes of this Section 4.1(d)Agreement, a "Short Sale" by a Purchaser Buyer means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser Buyer has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser Buyer 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 all Options Securities then held by such Purchaser Buyer (assuming that such Options 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 PurchaserBuyer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Va Software Corp)

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Certain Trading Limitations. Each Such Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 120 90 days from the Closing Date and (b) the Effective Date effective date of the Registration Statement, it will not enter into any Short Sales. For purposes of this Section 4.1(d)4.5, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and 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 all Options options then held by such Purchaser (assuming that such Options options 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Penwest Pharmaceuticals Co)

Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 120 90 days from the Closing Date and (b) the Effective Date effective date of the Registration Statementregistration statement to be filed in connection with the sale of the Shares, it will not enter into any Short Sales. For purposes of this Section 4.1(d)3.2, a "Short SaleSHORT SALE" by a Purchaser means a sale of Common Stock that is marked as a short sale and 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 all Options then held by such Purchaser (assuming that such Options 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Able Laboratories Inc)

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