Common use of Prohibited Transactions Clause in Contracts

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the Investor nor any Affiliate of the Investor which (a) had knowledge of the transactions contemplated hereby, (b) has or shares discretion relating to the Investor’s investments or trading or information concerning the Investor’s investments, including in respect of the Securities, or (c) is subject to 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”). The Investor agrees that, prior to the termination of this Agreement, the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. 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.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees thatPrior to repayment of the Notes, prior to the termination of this Agreement, the such Investor shall not, and shall cause its Trading Affiliates not toto not, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 5.8.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior Prior to the termination filing by the Company of this Agreementa Current Report on Form 8-K announcing the transactions contemplated hereby, the such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 6.11.

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 the Investor nor any Affiliate of the such Investor which (a) had knowledge of the transactions contemplated hereby, (b) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (c) is subject to the 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”). The Company acknowledges and agrees that Investor agrees that, prior has not made any representations or warranties with respect to the termination of this Agreement, transactions contemplated by the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 Company4.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the Investor Seller nor any Affiliate of the Investor Seller which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the InvestorSeller’s investments or trading or information concerning the InvestorSeller’s investments, including in respect of the SecuritiesSale Shares, or (cz) is subject to the 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”). The Investor agrees that, At no time prior to the termination of this Agreement, the Investor shall not, and shall cause Seller or its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. 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.

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 the Investor nor any Affiliate of the Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the Investor’s investments or trading or information concerning the Investor’s investments, including in respect of the Securities, or (cz) is subject to 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”). The Investor agrees that, prior to the termination of this Agreement, the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 Companyfirst publicly announced or (ii) this Agreement is terminated.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securitiessecurities, or (cz) is subject to the 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”). The Investor agrees that, prior Prior to the termination of this AgreementInitial Closing, the such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 hereofSigning Date, neither the Investor nor any Affiliate of the such Investor which that (ax) has or had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior to the termination of this Agreement, the Such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 Company7.3 hereof.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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 C▇▇▇▇▇ ▇▇▇) with respect to the Common Stockock, 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 5.8.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees thatUntil such time as it no longer holds any Notes, prior to the termination of this Agreement, the such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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▇▇▇▇▇▇▇ng, 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the Investor such Investor, which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) 90 days after the Closing Date, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany 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 4.5.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior Prior to the termination filing by the Company of this Agreementa Current Report on Form 8-K announcing the transactions contemplated hereby, the such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 5.10.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 5.9.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (a1) had knowledge of the transactions contemplated hereby, (b2) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (c3) is subject to the 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”). The Investor agrees thatPrior to repayment of the Notes, prior to the termination of this Agreement, the such Investor shall not, and shall cause its Trading Affiliates not toto not, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 date hereofInvestor learned of the Private Placement, neither the Investor nor any Affiliate of the such Investor which that (ai) has or had knowledge of the transactions contemplated hereby, (bii) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (ciii) is subject to the 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”). The Investor agrees that, prior to the termination of this Agreement, the Such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 Company7.3 hereof.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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 Stock, or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). The Investor agrees that, prior Prior to the earliest to occur of (i) the termination of this AgreementAgreement or (ii) the Effective Date, the such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 5.10.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior to the termination of this Agreement, the Such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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”"). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the Investor Seller nor any Affiliate of the Investor Seller which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the Investor’s Seller's investments or trading or information concerning the Investor’s Seller's investments, including in respect of the SecuritiesBuyer Shares, or (cz) is subject to the 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”"). The Investor agrees that, At no time prior to the termination of this Agreement, the Investor shall not, and shall cause Seller or its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. 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.

Prohibited Transactions. During the last thirty (30) days prior to period commencing January 1, 2008 through the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior 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. The 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 CompanyCompany and that each of the other 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 5.10.

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 the Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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 ▇▇▇▇ ▇▇▇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”). The Investor agrees that, prior to the termination of this Agreement, the Such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 Companyfirst publicly announced or (ii) this Agreement is terminated.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the Investor such Investor, which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) 90 days after the Closing Date, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The 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 CompanyCompany and that each of the other 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 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 the Investor nor nor, to the Investor’s knowledge, any Affiliate of the Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the Investor’s investments or trading or information concerning the Investor’s investments, including in respect of the SecuritiesShares, or (cz) is subject to 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”). The Investor agrees that, prior 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, the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. 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.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s investments or trading or information concerning the such Investor’s investments, including in respect of the Securities, or (cz) is subject to the 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”). The Investor agrees that, prior Prior to the earliest to occur of (i) the termination of this Agreement, or (ii) the Effective Date, such Investor shall not, and shall cause its Trading Affiliates not to, (A) engage, directly or indirectly, in a Prohibited Transaction. The Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit or (B) effect any sale, assignment, pledge, hypothecation, put, call, transfer or other disposition of the Investor as well as the Companyany Securities.

Prohibited Transactions. During the last thirty (30) ----------------------- days prior to the date hereof, neither the such Investor nor any Affiliate of the such Investor which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the such Investor’s 's investments or trading or information concerning the such Investor’s 's investments, including in respect of the Securities, or (cz) is subject to the 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▇▇▇▇▇▇▇ng, 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”"). The Investor agrees that, prior to the termination of this Agreement, the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The Such Investor acknowledges that the representations, representations and warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investor Investors as well as the CompanyCompany and that each of the other 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 the Investor nor Subscriber or any Affiliate affiliate of the Investor Subscriber which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares discretion relating to the Investorsuch Subscriber’s investments or trading or information concerning the Investorsuch investor’s investments, including in respect of the Securitiessecurities, or (cz) is subject to the Investorsuch investor’s review or input concerning such Affiliate’s affiliates’ 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 Company’s 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 securities (each, a “Prohibited Transaction”). The Investor agrees that, prior Prior to the termination filing by the Company of this Agreementa Current Report on Form 8-K announcing the transactions contemplated hereby, the Investor such investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. The Investor Subscriber acknowledges that the representations, warranties and covenants contained in this Section 5.11 1.17 are being made for the benefit of the Investor investors as well as the CompanyCompany and that each of the other investors hall have an independent right to assert any claims against such investor arising out of any breach or violation of the provisions of this Section 1.17.

Prohibited Transactions. During the last thirty (30) days prior to the date hereof, neither the Investor Seller nor any Affiliate (as defined in the Securities Act) of the Investor Seller which (ax) had knowledge of the transactions contemplated hereby, (by) has or shares Buyer Shares discretion relating to the InvestorSeller’s investments or trading or information concerning the InvestorSeller’s investments, including in respect of the SecuritiesBuyer Shares, or (cz) is subject to the 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”). The Investor agrees that, At no time prior to the termination of this Agreement, the Investor shall not, and shall cause Seller or its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. 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.