Common use of Prohibited Transactions Clause in Contracts

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇1▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such the Investor nor any Affiliate of such the Investor which (xa) had knowledge of the transactions contemplated hereby, (yb) has or shares discretion relating to such the Investor’s investments or trading or information concerning such the Investor’s investments, including in respect of the Securities, or (zc) is subject to such the Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior The Investor agrees that, prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such The Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11Company.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to repayment of the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness DeadlineNotes, such Investor shall not, and shall cause its Trading Affiliates not toto not, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the Co▇▇▇▇ ▇▇▇) with respect to the Common Stockck, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During Since the last thirty (30) days prior to time the Investor was first contacted regarding an investment in the Company regarding an investment in the Company until the date hereof, neither such the Investor nor any Affiliate of such the Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such the Investor’s investments or trading or information concerning such the Investor’s investments, including in respect of the Securities, or (z) is subject to such the Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any transactions in the securities of the Company, including any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such The Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that Transaction during the representations, warranties and covenants contained in period from the date hereof until such time as (i) the transactions contemplated by this Section 5.11 Agreement are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach first publicly announced or violation of the provisions of (ii) this Section 5.11Agreement is terminated.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securitiessecurities, or (z) is subject to such Investor’s review or input concerning such Affiliateaffiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common StockADSs or the Ordinary Shares, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock ADSs or the Ordinary Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock ADSs or the Ordinary Shares or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness DeadlineInitial Closing, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11Section.

Prohibited Transactions. During the last thirty (30) days prior to the date hereofSigning Date, neither such the Investor nor any Affiliate of such Investor which that (x) has or had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any transactions in the securities of the Company, including any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common StockShares, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock Shares or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that Transaction during the representations, warranties and covenants contained in period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated pursuant to Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.117.3 hereof.

Prohibited Transactions. During Since such time as Investor first contacted the last thirty (30) days prior to Company regarding the date hereoftransactions contemplated hereby, neither such Investor nor any Affiliate of such Investor which (xa) had knowledge of the transactions contemplated hereby, (yb) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (zc) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect effect, or will directly or indirectly effect, any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior The Company acknowledges and agrees that Investor has not made any representations or warranties with respect to the earliest to occur of (i) transactions contemplated by the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained Transaction Documents other than those specifically set forth in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.114.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 5.8 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.115.8.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common StockShares, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock Shares or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur filing by the Company of (i) a Current Report on Form 8-K announcing the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadlinetransactions contemplated hereby, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 6.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.116.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor Seller nor any Affiliate of such Investor Seller which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such InvestorSeller’s investments or trading or information concerning such InvestorSeller’s investments, including in respect of the SecuritiesSale Shares, or (z) is subject to such InvestorSeller’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities Sale Shares or sold any Common Stock (each, a “Prohibited Transaction”). Prior At no time prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date shall Seller or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇1934 Act) with respect to the Common Stock, granted any other right (including▇▇▇▇▇▇ing, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x1) had knowledge of the transactions contemplated hereby, (y2) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z3) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to repayment of the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness DeadlineNotes, such Investor shall not, and shall cause its Trading Affiliates not toto not, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common StockShares, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock Shares or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur filing by the Company of (i) a Current Report on Form 8-K announcing the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadlinetransactions contemplated hereby, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 5.8 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.115.8.

Prohibited Transactions. During Since the last thirty (30) days prior to time the date hereofInvestor learned of the Private Placement, neither such the Investor nor any Affiliate of such Investor which that (xi) has or had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (ziii) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any transactions in the securities of the Company, including any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common StockShares, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities Shares (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that Transaction during the representations, warranties and covenants contained in period from the date hereof until such time as (i) the transactions contemplated by this Agreement are first publicly announced or (ii) this Agreement is terminated pursuant to Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.117.3 hereof.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇1934 Act) with respect to the Common Stock, granted any other right (including▇▇▇▇▇▇▇▇g, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to period commencing January 1, 2008 through the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During Since the last thirty (30) days prior to time when such Investor was first contacted by the date hereofCompany regarding the transactions contemplated hereby, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such the Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common StockSecurities, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock Securities or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock Securities or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, or (ii) the Effective Date or (iii) date that the Effectiveness DeadlineClosing of the sale of the Units is publicly announced, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇1934 Act) with respect to the Common Stock, granted any other right (includingi▇▇▇▇▇▇▇▇, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness DeadlineUntil such time as it no longer holds any Notes, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇1934 Act) with respect to the Common Stock, granted any other right (including▇▇▇▇▇▇▇▇g, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur earlier of (i) the termination of this Agreement, Agreement and (ii) such time as may be permitted pursuant to the Effective Date or Qualified Financing Documents (iii) as defined in the Effectiveness DeadlineNotes), such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty th▇▇▇▇ (30▇▇) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇1934 Act) with respect to the Common Stock, granted any other right (including▇▇▇▇▇▇▇▇g, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 5.10 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.115.10.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s 's investments or trading or information concerning such Investor’s 's investments, including in respect of the Securities, or (z) is subject to such Investor’s 's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “"Prohibited Transaction”"). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 5.10 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.115.10.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 5.9 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.115.9.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇1▇▇▇ ▇▇▇) with respect to the Common Stock, borrowed or pre-borrowed any shares of Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, or (ii) the Effective Date or (iii) the Effectiveness DeadlineDate, such Investor shall not, and shall cause its Trading Affiliates not to, (A) engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the or (B) effect any sale, assignment, pledge, hypothecation, put, call, transfer or other Investor shall have an independent right to assert any claims against such Investor arising out disposition of any breach or violation of the provisions of this Section 5.11Securities.

Prohibited Transactions. During Since the last earlier of (a) such time as the Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such the Investor nor nor, to the Investor’s knowledge, any Affiliate of such the Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such the Investor’s investments or trading or information concerning such the Investor’s investments, including in respect of the SecuritiesShares, or (z) is subject to such the Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇1▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities Shares (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreementtwo years after the Closing Date, (ii) the Effective Date or (iii) the Effectiveness Deadline, such the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor Seller nor any Affiliate of such Investor Seller which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s Seller's investments or trading or information concerning such Investor’s Seller's investments, including in respect of the SecuritiesBuyer Shares, or (z) is subject to such Investor’s Seller's review or input concerning such Affiliate’s 's investments or trading (collectively, “"Trading Affiliates”") has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “"put equivalent position” " (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities Buyer Shares or sold any Common Stock (each, a “"Prohibited Transaction”"). Prior At no time prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date shall Seller or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇1▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 5.10 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.115.10.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor Investor, which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) ), has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) 90 days after the Effectiveness DeadlineClosing Date, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 4.5 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.114.5.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor Seller nor any Affiliate (as defined in the Securities Act) of such Investor Seller which (x) had knowledge of the transactions contemplated hereby, (y) has or shares Buyer Shares discretion relating to such InvestorSeller’s investments or trading or information concerning such InvestorSeller’s investments, including in respect of the SecuritiesBuyer Shares, or (z) is subject to such InvestorSeller’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇▇▇ ▇▇▇Exchange Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities Buyer Shares or sold any Common Stock (each, a “Prohibited Transaction”). Prior At no time prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date shall Seller or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor as well as the Company and that each of the other Investor shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the ▇▇19▇▇ ▇▇▇) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the Company and that each of the other Investor Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.