Notice of Certain Actions. Without the written consent of the Agent and the Forward Purchaser, the Selling Stockholder will not, # directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any instruction from the Selling Stockholder to make sales hereunder is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such instruction from the Selling Stockholder; # directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause [(A) or (C) above]e]] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. During any Forward Hedge Selling Period, the Selling Stockholder will not, without the prior written consent of the Forward Purchaser, # directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Shares or any securities convertible into or exercisable or exchangeable for shares of Common Shares or file any registration statement under the Securities Act with respect to any of the foregoing or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause [(1) or (2) above]e]] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise.
Notice of Certain Actions.Other Sale. Without the written consent of the Agent andAgent, the Forward Purchaser, the Selling StockholderCompany will not, # directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder),Shares, warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any instructionIssuance Instruction from the Selling Stockholder to make sales hereunder is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such instruction from the Selling Stockholder; #Issuance Instruction; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s # issuance or sale of Common Shares, options to purchase Common Shares, restricted stock unit awards or other equity awards to acquire Common Shares, or Common Shares issuable upon the exercise of options or other equity awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Stock Market rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, # enter intoissuance or sale of Common Shares issuable upon the exercise or vesting of warrants, options or other equity awards or upon exchange, conversion or redemption of securities outstanding at the date of this Agreement, # modification of any swapoutstanding options, warrants or any other agreementrights to purchase or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of theacquire Common Shares, whether any such swap, agreementand # issuance or transaction described in [clause [(A) or (C) above]e]] is to be settled by deliverysale of Common Shares or suchsecurities convertible or exchangeable for Common Shares as consideration for mergers, acquisitions, other securities, in cashbusiness combinations or otherwise. During any Forward Hedge Selling Period,strategic alliances, joint ventures, marketing or distributions agreements, sales agreements, consulting agreements, collaboration agreements, promotion agreements, license agreements, or other similar agreements which are not used for capital raising purposes, provided that the Selling Stockholder will not, without the prior written consent of the Forward Purchaser, # directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any sharesaggregate number of Common Shares issued or any securities convertible into or exercisable or exchangeable for sharessold under this subsection # shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or file any registration statement under the Securities Act with respect to any of the foregoing or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause [(1) or (2) above]e]] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise.issuance.
Notice of Certain Actions.Other Sales. Without the prior written consent of the Agent andAgent, the Forward Purchaser, the Selling StockholderCompany will not, # directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares (other than Shares hereunder),Stock, warrants or any rights to purchase or acquireacquire, Common Shares,Stock during the period beginning on the third Trading Day immediately prior to the date on which any instruction from the Selling Stockholder to make sales hereunderPlacement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such instruction fromPlacement Notice (or, if the Selling Stockholder; #Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly enter intoin any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common SharesStock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares,Stock, warrants or any rights to purchase or acquire, Common SharesStock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of # enter intoCommon Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any swapstock option, or any other agreementbenefits plan, stock ownership plan or transaction that transfers,dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in whole or in part, directly or indirectly, the economic consequence of ownershipits dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; # Common Shares, whether any such swap, agreementStock issuable upon conversion of securities or transaction describedthe exercise of warrants, options or other rights in [clause [(A)effect or (C) above]e]] is to be settledoutstanding, and disclosed in filings by delivery of Common Shares or such other securities, in cash or otherwise. During any Forward Hedge Selling Period, the Selling Stockholder will not, without the prior written consent of the Forward Purchaser, # directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchaseCompany available on EDGAR or otherwise transferin writing to the Agent, # Common Stock, or dispose of any shares of Common Shares or any securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or exchangeable for sharespotential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common SharesStock hereby and # Common Stock in connection with any acquisition, strategic investment or fileother similar transaction (including any registration statement under the Securities Act with respect to any of the foregoingjoint venture, strategic alliance or # enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap, agreement or transaction described in [clause [(1) or (2) above]e]] is to be settled by delivery of Common Shares or such other securities, in cash or otherwise.partnership).
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