Trading Affiliate definition

Trading Affiliate has the meaning set forth in Section 3.2(h).

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Trading Affiliate means an Affiliate of a Purchaser who (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading.

Trading Affiliate shall have the meaning assigned to such term in Section 3.2(f).

Examples of Trading Affiliate in a sentence

• Such Buyer covenants that neither it nor any Buyer Trading Affiliate will engage, directly or indirectly, in any Transactions prior to the time the transactions contemplated by this Agreement are publicly disclosed.

• Prior to the earlier to occur of (i) the termination of this Agreement, and (ii) the filing by the Company of a Current Report on Form 8-K disclosing the closing of the transactions contemplated hereby, each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Trading Affiliate acting on its behalf or pursuant to any understanding with it shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.

• Such Purchaser covenants that neither it nor any Purchaser Trading Affiliate will engage, directly or indirectly, in any Transactions prior to the time the transactions contemplated by this Agreement are publicly disclosed.

• Notwithstanding anything to the contrary, the Company may not make more than five requests for information pursuant to this Section 4.1(a); provided, that any request made to a Trading Affiliate of the Holder shall count as a request made to the Holder.

• Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets, this Section 4.10 shall apply only with respect to the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

• During the thirty (30) Trading Day period ending on the one (1) year anniversary of the Closing Date (the "Lock-Up Period"), the Investor covenants that neither it nor any of its Trading Affiliates (as defined in the Existing Securities Purchase Agreement) shall directly or indirectly, nor shall any Person acting on behalf of or pursuant to any understanding with such Investor or Trading Affiliate, effect or agree to effect any transactions in the securities of the Company.

• Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets, this Section 4.10 shall apply only with respect to the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

More Definitions of Trading Affiliate

Trading Affiliate has the meaning set forth in Section 7.8.

Trading Affiliate means an Affiliate of Purchaser that (x) has knowledge of the transactions contemplated hereby prior to the public announcement of such transactions, (y) has or shares discretion relating to Purchaser’s investments or trading or information concerning Purchaser’s investments, including in respect of the Securities, and (z) is subject to Purchaser’s review concerning such Affiliate’s investments or trading; provided that the following Persons shall not be deemed to be Affiliates of Purchaser or any of its Affiliates: (a) the Company and its subsidiaries and (b) any portfolio company in which of Purchaser or any of its Affiliates has an investment (whether debt or equity) or any of such portfolio companies’ controlled Affiliates, so long as, in the case of this clause (b), such Person shall not have been acting on behalf of or at the direction of Purchaser or any of its Affiliates or received any Confidential Information (as defined in the Investor Rights Agreement) from or on behalf of Purchaser (it being acknowledged and agreed that no such portfolio company or its controlled Affiliates shall be deemed to have received Confidential Information (as defined in the Investor Rights Agreement) solely by reason of an employee or principal of Purchaser or any of its Affiliates serving on the board or similar governing body of such portfolio company).

Trading Affiliate means any Person acting on behalf of or pursuant to any holder of Common Stock which had knowledge of the transactions contemplated by the Plan, has or shares discretion relating to such holder’s investments and trading or information concerning such holder’s investments, or is subject to such holder’s review or input concerning such Person’s investments or trading

Trading Affiliate means an Affiliate of a Purchaser that (x) has knowledge of the transactions contemplated hereby prior to the public announcement of such transactions, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and (z) is subject to such Purchaser’s review concerning such Affiliate’s investments or trading; provided that the following Persons shall not be deemed to be Affiliates of any of the Purchasers or any of their respective Affiliates: (a) the Company and its subsidiaries and (b) any portfolio company in which of any of the Purchasers or any of their respective Affiliates has an investment (whether debt or equity) or any of such portfolio companies’ controlled Affiliates, so long as, in the case of this clause (b), such Person shall not have been acting on behalf of or at the direction of any of the Purchasers or any of their respective Affiliates or received any Confidential Information (as defined in the Investor Rights Agreement) from or on behalf of any of the Purchasers (it being acknowledged and agreed that no such portfolio company or its controlled Affiliates shall be deemed to have received Confidential Information (as defined in the Investor Rights Agreement) solely by reason of an employee or principal of any of the Purchasers or any of their respective Affiliates serving on the board or similar governing body of such portfolio company).

Trading Affiliate means an Affiliate of a Purchaser who (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading. “Trading Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTCMarkets), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTCMarkets), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTCMarkets, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day. “Trading Market” means whichever of the New York Stock Exchange, the NYSE Mkt, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the OTCMarkets on which the Common Stock is listed or quoted for trading on the date in question. 5

Trading Affiliate means an Affiliate of a Purchaser who (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading. “Trading Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTCMarkets), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTCMarkets), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTCMarkets, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day. “Trading Market” means whichever of the New York Stock Exchange, the NYSE Mkt, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the OTCMarkets on which the Common Stock is listed or quoted for trading on the date in question. 5