Low Trades Sample Clauses

Low Trades. The Investor agrees that it will not directly or indirectly engage in any activity that is intended to reduce the closing bid price for the Common Stock on the Nasdaq National Market System on any day that is within the period of eighteen (18) trading days immediately prior to a Conversion Date (as defined in the Debenture) for such Investor.
Sample 1
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Low Trades. The Subscriber covenants and agrees that it will not, directly or through any Affiliate, (i) create the lowest reported sales price on the Nasdaq National Market System for the Common Stock on any trading day or (ii) offer to sell shares of Common Stock at a price lower than the then prevailing bid price for the Common Stock on the Nasdaq National Market System. The Subscriber will not directly or indirectly engage in any activity that is intended to reduce the closing bid price for the Common Stock on the Nasdaq National Market System on any day that is within the period of thirty (30) trading days immediately prior to a Holder Conversion Date (as defined in the Debenture) for the Subscriber.
Sample 1
Low Trades. The Subscriber covenants and agrees that it will not during (x) the period commencing on the Closing Date and terminating on the first anniversary of the Closing Date and (y) during any Common Stock Valuation Period (as defined in the Debentures) enter into any transactions on NASDAQ in connection with the Common Stock the effect of which is to hedge Subscriber's risk in connection with the Debentures, including short sales, swaps and purchases of puts (collectively, "Hedging Restrictions"); provided however that the Hedging Restrictions shall not be applicable (i) in connection with transactions relating to the Underlying Stock received in connection with the conversion of the Debentures or exercise of the Warrants, (ii) to hedging transactions at a price equal to or greater than $2.0672 per share (subject to adjustment for stock splits, combinations, recapitalizations, reclassifications or similar occurrences), (iii) if the Registration Statement is not declared effective within 120 days after the Closing Date, (iv) if the Common Stock trades at a level equal to or less than $1.00 per share (subject to adjustment for stock splits, combinations, recapitalizations, reclassifications or similar occurrences) or (v) if the Company completes any Further Issuances (as such term is defined in Section 5.10 hereof) the terms of which do not contain any hedging restrictions; provided further, however, that if the Company completes any Further Issuances the terms of which contain hedging restrictions that in the reasonable judgment of Subscriber are less restrictive to the holders than the hedging restrictions contained herein the Subscriber shall have an option, to be exercised by delivery of written notice to the Company within thirty (30) days of the Company's notice, as set forth in the following sentence, of the closing date of such Further Issuances, to have the terms of the hedging restrictions set forth in such Further Issuances replace the hedging restrictions set forth herein. The Company shall provide written notice of such Further Issuance to Holder promptly after the Closing of such Further Issuance. Any short sales, swaps, purchases of puts or other hedging activities that involve the direct or indirect use of Common Stock shall be done in accordance with applicable law.
Sample 1
Low Trades. The Subscriber covenants and agrees that it will not, ---------- directly or through any Affiliate, (i) create the lowest reported sales price on the NYSE (or NASDAQ National Market System) for the Common Stock on any trading day or (ii) offer to sell shares of Common Stock at a price lower than the then prevailing bid price for the Common Stock on the NYSE (or NASDAQ National Market System).
Sample 1

Related to Low Trades

  • Joint Marketing The Parties shall engage in joint marketing activities pursuant to Section 7.7 of this Agreement and any other joint marketing agreement that may be entered into from time to time.

  • Block Trades 2.4.1 Notwithstanding the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need only to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.

  • REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Transactional Services The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

  • Shareholder Internet Services The Transfer Agent shall provide internet access to the Fund’s shareholders through a designated web site (“Shareholder Internet Services”), which will be accessed by the Fund’s shareholders via a link on the Fund’s web site. The Shareholder Internet Services will be provided pursuant to established procedures and will allow shareholders to view their account information and perform certain on-line transaction request capabilities. The Shareholder Internet Services shall be provided at no additional charge, other than the transaction fees currently being charged for the different transactions as described on the Fee Schedule. The Transfer Agent reserves the right to charge a fee for this service in the future.

  • Export Control This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.

  • Advertising and Marketing The Retailer shall, commencing no later than October 1, 1999, and continuing during the Term, and any extensions thereof, at no cost to GSI provide for Complete URL Integration in its advertising and marketing by:

  • Advertising and Promotional Materials a. Licensee will not use the Licensed Marks or any reproduction of them, including without limitation, Photographs or Computer Art, as defined in Paragraph 10a, in any advertising, promotion, publicity or display materials (collectively "Promotional Materials") without receiving NFLP's prior written approval executed on a Promotional Approval Form supplied to Licensee by NFLP. Licensee may use such approved Promotional Materials only in conjunction with the Styles of Licensed Products that NFLP has approved. Licensee shall submit to NFLP all Promotional Materials at the following applicable stages appropriate to the medium used: (i) conceptual stage, pre-production art or rough cuts; (ii) layout, storyboard and script; (iii) finished materials; and (iv) at any other time as reasonably requested by NFLP. Licensee shall ensure that it submits all proposed Promotional Materials and any modifications to previously approved Promotional Materials to NFLP in a timely fashion that will ensure NFLP has adequate time to review such materials prior to the date of their proposed use by Licensee. NFLP shall use best efforts to evaluate all such Promotional Materials' submissions within ten (10) business days of their receipt by NFLP. NFLP shall execute a Promotional Approval Form for all Promotional Materials that it approves. Licensee shall notify its retailers and/or Third Party Distributors that NFLP must approve all Promotional Materials involving or using in any form or manner the Licensed Marks. Licensee shall use best efforts to ensure that its retailers and/or Third Party Distributors do not publish, display or otherwise distribute such Promotional Materials without NFLP's prior written approval.

  • ELECTRICAL SERVICES A. Landlord shall provide electric power for a combined load of 3.0 xxxxx per square foot of useable area for lighting and for office machines through standard receptacles for the typical office space.

  • Advertising and Promotion Manager shall prepare all advertising and promotional materials for the Project, which materials shall be used only after Owner's approval and shall comply with all applicable laws, ordinances and regulations. The costs of all advertising and promotional materials shall be at Owner's sole cost and expense and shall either be in accordance with the Approved Operating Budget or otherwise approved by Owner in writing.

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