PROHIBITION AGAINST SHORT SALES Sample Clauses

PROHIBITION AGAINST SHORT SALES. No holder of Series B Preferred Stock shall, so long as such person is a holder of Series B Preferred Stock, engage in or agree or attempt to engage in any "short sale" (as such term is defined in Rule 3b-3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor rule thereto) of the Corporation's Common Stock. As a condition to the ability or right of any holder of Series B Preferred Stock to participate in any redemption or conversion (whether voluntary or, to the extent provided in Section 6(d)(iii) below, mandatory conversion), notwithstanding any contrary provision in this Certificate of Designation or otherwise, such holder shall certify to the Corporation's reasonable satisfaction that such holder has complied with this Section 1(d).
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PROHIBITION AGAINST SHORT SALES. None of the Holders nor any of their respective affiliates, agents, successors or assigns shall engage in any short sales of the Issuer's Common Stock during the term of this Agreement. In the event that any such person engages in short sales of the Issuer's Common Stock against the future delivery of any pro rata share of the Registrable Securities pursuant to a Registration Statement or otherwise, the Issuer shall have no obligation to deliver such pro rata share of the Registrable Securities to such person.
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PROHIBITION AGAINST SHORT SALES. After the Closing Date, no Buyer may, directly or indirectly, engage in any form of short selling in connection with the Common Stock. Each Buyer shall indemnify the Company againstany and all losses and damages incurred by the Company, including attorney's fees and costs, for a violation of the foregoing covenant or a breach of the representation made in Paragraph 2.j. above.
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PROHIBITION AGAINST SHORT SALES. For a period of three years commencing on the date of this Agreement, no Preferred Share Holder shall, directly or indirectly, engage in any short sales in FBC Common Stock. For purposes of this Agreement, "short sale" means any sale of a security that the seller does not own or any sale that is consummated by delivery of a security borrowed by, or for the account of, the seller. Each Preferred Share Holder acknowledges that the foregoing prohibition is a material inducement for FBC and SIBG to enter into this Agreement and consummate the transactions contemplated by this Agreement.
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PROHIBITION AGAINST SHORT SALES. None of the Holders nor any of their respective affiliates, agents, successors or assigns shall engage in any short sales of the Issuer's Common Stock during the term of this Agreement. In the event that any such person engages in short sales of the Issuer's Common Stock against the future delivery of any pro rata share of the Registrable Securities pursuant to a Registration Statement or otherwise, the Issuer shall be entitled to take any actions it deems necessary or appropriate with respect to the registration of such securities and to post stop transfer instructions with respect to any of the Issuer's shares held by such person..
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PROHIBITION AGAINST SHORT SALES. No holder of Series C Preferred Stock shall directly or indirectly effect a short sale of the Corporation's Common Stock for the holder's own account or for the account of a Related Person. "Short sale" shall mean any sale of a security which the seller does not beneficially own or any sale which is consummated by the delivery of a security borrowed by, or for the account of, the seller, in either case whether or not the seller is the owner of Common Stock at the time of such sale. "Related Person" shall mean (A) any member of the holder's immediate family; (B) any entity of which the holder is an officer, director, or holder of a position having comparable duties or responsibilities; (C) any entity in which the holder is the owner of an equity interest; and (D) any person which would be deemed to be an "affiliate" of the holder as that term is defined in the Securities Act of 1933 or the rules and regulations promulgated thereunder.
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PROHIBITION AGAINST SHORT SALES. Each Defendant covenants that, until such time as such Defendant’s known Aggregate Ownership is less than 10% of Aksys’ then-outstanding common stock, it will not engage in short sales of any Aksys common stock.
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Related to PROHIBITION AGAINST SHORT SALES

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Limitation on Short Sales The Investor and its affiliates shall not engage in short sales of the Company's Common Stock; provided, however, that the Investor may enter into any short exempt sale or any short sale or other hedging or similar arrangement it deems appropriate with respect to Put Shares after it receives a Put Notice with respect to such Put Shares so long as such sales or arrangements do not involve more than the number of such Put Shares specified in the Put Notice.

  • Limitation on Short Sales and Hedging Transactions The Buyer agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 0000 Xxx) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Restriction on Short Sales The Buyers agree that, so long as any of the Notes remain outstanding, but in no event less than two (2) years from the date hereof, the Buyers will not enter into or effect any “short sales” (as such term is defined in Rule 3b-3 of the 0000 Xxx) of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock.

  • No Short Sales Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, the Buyer/Holder shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

  • Short Sales 1. Promptly after any short sales by any Series of the Fund, the Fund shall promptly deliver to the Custodian a Certificate specifying: (a) the Series for which such short sale was made; (b) the name of the issuer and the title of the Security; (c) the number of shares or principal amount sold, and accrued interest or dividends, if any; (d) the dates of the sale and settlement; (e) the sale price per unit; (f) the total amount credited to the Fund upon such sale, if any, (g) the amount of cash and/or the amount and kind of Securities, if any, which are to be deposited in a Margin Account and the name in which such Margin Account has been or is to be established; (h) the amount of cash and/or the amount and kind of Securities, if any, to be deposited in a Senior Security Account, and (i) the name of the broker through whom such short sale was made. The Custodian shall upon its receipt of a statement from such broker confirming such sale and that the total amount credited to the Fund upon such sale, if any, as specified in the Certificate is held by such broker for the account of the Custodian (or any nominee of the Custodian) as custodian of the Fund, issue a receipt or make the deposits into the Margin Account and the Senior Security Account specified in the Certificate.

  • Certain Business Combinations In the event it is determined by the Board, upon receipt of a written opinion of the Company's independent public accountants, that the enforcement of any Section or subsection of this Agreement, including, but not limited to, Section 6(b) hereof, which allows for the acceleration of vesting of options to purchase shares of the Company's common stock upon a termination in connection with a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void, but only if the absence of enforcement of such Section would preserve the pooling treatment. For purposes of this Section 9, the Board's determination shall require the unanimous approval of the disinterested Board members.

  • Communications with Potential Business Combination Targets Prior to the date hereof, neither the Company nor anyone on its behalf has, and as of the First Closing Date, neither the Company nor anyone on its behalf will have selected any Business Combination target or initiated any substantive discussions, directly or indirectly, with any Business Combination target.

  • No Prior Short Sales At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares that remains in effect as of the date of this Agreement.

  • Payment of Deferred Underwriting Commission on Business Combination Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance with Section 1.3.

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