Certain Trading Limitations. The Investor (i) represents that on and from the date the Investor first became aware of the Offering until the date hereof he, she or it has not and (ii) covenants that for the period commencing on the date hereof and ending on the public announcement of the Offering he, she or it will not, engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in, or be characterized as, a sale, an offer to sell, a solicitation of offers to buy, disposition of, loan, pledge or grant of any right with respect to (collectively, a “Disposition”) the Common Stock of the Company by the Investor or any other person or entity in violation of the Securities Act. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Common Stock of the Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock of the Company.
Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 90 days from the Closing Date and (b) the effective date of the Registration Statement, it will not enter into any Short Sales. For purposes of this Section 4.5, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.
Certain Trading Limitations. The Purchaser agrees that beginning on the date hereof until ninety (90) days from the Closing Date, it will not enter into any Short Sales. For purposes of this Section 3.2(f), a “Short Sale” means a sale of Common Stock that is marked as a short sale and that is executed at a time when Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether the Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock and all Common Stock that would be issuable upon conversion or exercise in full of all options then held by Purchaser (assuming that such options were then fully convertible or exercisable, notwithstanding any provisions to the contrary, and giving effect to any conversion or exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by the Purchaser.
Certain Trading Limitations. Each Purchaser agrees that, for as long it owns any outstanding shares of Series C Preferred Stock, it will not enter into any Short Sales. For purposes of this Section 3.2(h), a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock and all Common Stock that would be issuable upon conversion or exercise in full of all Options then held by such Purchaser (assuming that such Options were then fully convertible or exercisable, notwithstanding any provisions to the contrary, and giving effect to any conversion or exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.
Certain Trading Limitations. Each Purchaser represents and warrants that it has not directly or indirectly, nor has any person or entity acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any purchases or sales in the securities of the Company (including, without limitations, any short sales involving the Company’s securities) since the date on which such Purchaser entered into a confidentiality or similar agreement or understanding with the Company in connection with such Purchaser’s participation in the transactions contemplated by this Agreement.
Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 90 days from the Closing Date and (b) the effective date of the Registration Statement to be filed in connection with the sale of the Company Shares, it will not enter into any Short Sales. For purposes of this Section 4.8, a "SHORT SALE" by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock issued or issuable pursuant to this Agreement and all Common Stock that would be issuable upon conversion or exercise in full of all Options then held by or issuable to such Purchaser (whether or not such Options were then fully convertible or exercisable and giving effect to any conversion or exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser. Solely with respect to Deutsche Bank, AG London Branch and solely for purposes of applying the restrictions contained in this Section 4.8, the term "Purchaser" shall mean the Quantitative Value Trading (or QVT) group of DB Advisors LLC and any accounts managed, advised or controlled by such group. The foregoing sentence shall have no future application after the date on which Deutsche Bank, AG London Branch has transferred all of its rights under the Transaction Documents.
Certain Trading Limitations. Pfizer (i) represents that on and from the date Pfizer first began discussions with the Company regarding establishing the Collaboration Relationship until the date hereof neither it nor anyone acting on its behalf has, and (ii) covenants that for the period commencing on the date hereof and ending on the later of (A) the first anniversary of the First Closing Date and (B) the Subsequent Closing Date of the second tranche of the Put Option, if the limitation set forth in Section 1.2(c) restricts the Company from exercising the Put Option for an aggregate purchase price of $10,000,000 in a single tranche, or the Subsequent Closing Date of the sole tranche of the Put Option, if the Company is not so restricted by the limitation in Section 1.2(c) (the date described in this clause (B) being hereinafter referred to as the “Trading Limitation Date”), neither it nor anyone acting on its behalf will, engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in, or be characterized as, a sale, an offer to sell, a solicitation of offers to buy, disposition of, loan, pledge or grant of any right with respect to (collectively, a “Disposition”) the Common Stock of the Company by Pfizer or any other person or entity; provided, however, that (a) Dispositions will be permissible if the Collaboration Agreement or Research Term (as defined in the Collaboration Agreement) is terminated and (b) after the first anniversary of the First Closing Date, Pfizer shall be permitted to sell all of its Shares (along with an assignment of the accompanying registration rights as contemplated by Section 6.13) in a single private transaction exempt from registration under the Securities Act in accordance with the other provisions of this Agreement. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is “against the box” and regardless of when such position was entered into) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Common Stock of the Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock of the Company. In addition, Pfizer covenants that for the period commencing on the date hereof and ending on the Tra...
Certain Trading Limitations. The Buyers agree that prior to the effective date of the Registration Statement and during the Reference Period (as defined in the Certificate of Designation) and the ten (10) day period prior to the Reference Period, the Buyers (including their respective Affiliates), will not enter into any Short Sales (as defined below) or any transaction that would have a similar effect as a Short Sale. “Short Sale” by a Buyer means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Buyer has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Buyer has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all securities then held by such Buyer (assuming that such securities were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Buyer.
Certain Trading Limitations. The Purchaser (i) represents that on and from the date the Purchaser first became aware of the transaction contemplated herein until the date hereof he, she or it has not and (ii) covenants that for the period commencing on the date hereof and ending on the public announcement of the transaction contemplated herein he, she or it will not, engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in, or be characterized as, a sale, an offer to sell, a solicitation of offers to buy, disposition of, loan, pledge or grant of any right with respect to (collectively, a “Disposition”) the Securities of the Company by the Purchaser or any other person or entity in violation of the 1933 Act. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Securities of the Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities of the Company.
Certain Trading Limitations. The Investor (i) represents that on and from the date the Investor first became aware of the offering of the Unit Common Stock and the Warrants until the date hereof he, she or it has not and (ii) covenants that for the period commencing on the date hereof and ending at such time that the Company publicly announces the offering of the Unit Common Stock and the Warrants he, she or it will not, engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in, or be characterized as, a sale, an offer to sell, a solicitation of offers to buy, disposition of, loan, pledge or grant of any right with respect to (collectively, a “Disposition”) Common Stock of the Company by the Investor or any other person or entity in violation of the Securities Act. Such prohibited hedging or other transactions would include without limitation effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Common Stock of the Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock of the Company.
