Common use of No Prohibited Transactions Clause in Contracts

No Prohibited Transactions. Such Holder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were first restricted via a “wall-cross” by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) or any other person acting on the Company’s behalf, in each case, regarding the Transactions or this Agreement, and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and such Holder’s internal policies, (a) “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates of such Holder that are effectively walled off by appropriate “fire wall” information barriers approved by such Holder’s legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an affiliate of a Holder that was effected without the advice or participation of, or such affiliate’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇.

No Prohibited Transactions. Such The Undersigned and such Holder has have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were the Undersigned was first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) Company or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions or this Agreement, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such Holder’s compliance with its their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates “Affiliates” of such the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an affiliate of a Holder Account that was effected without the advice or participation of, or such affiliateAccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the Undersigned or the applicable Holder.

No Prohibited Transactions. Such Holder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were first restricted via a “wall-cross” by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (was first contacted by either the “Placement Agent”) Company or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and such the Holder’s internal policies, (a) “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates Affiliates of such the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wall” information barriers approved by such Holder’s legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an affiliate account of a Holder that was effected without the advice or participation of, or such affiliateaccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the applicable Holder.

No Prohibited Transactions. Such Holder Each of the Undersigned and each Holder, has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, has engaged in any transactions in the securities of the Company (including, including without limitation, limitation any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e.the Undersigned was first contacted on February 21, persons other than compliance personnel affiliated with such Holder) were first restricted via a “wall-cross” 2023 by either the CompanyCompany or SVB Securities LLC regarding the Transactions, ▇▇▇▇▇▇▇▇ South, LLC (this Agreement or an investment in the “Placement Agent”) or Holder New Shares. Each of the Undersigned and the Holder covenants that neither it nor any other person acting on the Company’s behalf, in each case, its behalf or pursuant to any understanding with it will disclose to a third party any information regarding the Transactions or this Agreementengage, and such Holder shall not engage directly or indirectly, in any transactions in the securities of the Company (including Short Sales) prior to the first to occur of (i) the time the Transactions are publicly disclosed and (ii) the time mandated for disclosure pursuant to Section 3.6 (the first of such activities until times, the Disclosure Time (as defined below“Restriction Termination Time”). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to such the Undersigned’s and each Holder’s compliance with its their respective obligations under the U.S. federal securities laws and such the Undersigned’s and the Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates Affiliates of such the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wallFire Wall” information barriers approved by the Undersigned’s or such HolderH▇▇▇▇▇’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an affiliate of a Holder Account that was effected without the advice or participation of, or such affiliateAccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the Undersigned or the applicable Holder.

No Prohibited Transactions. Such The Undersigned and such Holder has have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were the Undersigned was first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) Company or any other person acting on the Company’s behalf, in each case, regarding the Transactions or this Agreement, and the Undersigned and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, including without limitation, limitation on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to the Undersigned’s and such Holder’s compliance with its their respective obligations under the U.S. federal securities laws and the Undersigned’s and such Holder’s respective internal policies, (a) “Undersigned” and “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates “affiliates” (as such term is defined in Rule 405 promulgated under the Securities Act, an “Affiliate”) of such the Undersigned or the applicable Holder that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such Holder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an affiliate of a Holder Account that was effected without the advice or participation of, or such affiliateAccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the Undersigned or the applicable Holder.

No Prohibited Transactions. Such Holder Purchaser has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were Purchaser was first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) Company or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and such Holder Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to such HolderPurchaser’s compliance with its obligations under the U.S. federal securities laws and such Holderthe Purchaser’s internal policies, (a) “HolderPurchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates Affiliates of such Holder the applicable Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by such HolderPurchaser’s legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an affiliate account of a Holder Purchaser that was effected without the advice or participation of, or such affiliateaccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the applicable Purchaser.

No Prohibited Transactions. Such Holder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions or this Agreement, and such Holder shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.6, subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and such Holder’s internal policies, (a) “Holder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates of such Holder that are effectively walled off by appropriate “fire wall” information barriers approved by such Holder’s legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 shall not apply to any transaction by or on behalf of an affiliate of a Holder that was effected without the advice or participation of, or such affiliate’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇.

No Prohibited Transactions. Such Holder Purchaser has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder Purchaser (i.e., persons other than compliance personnel affiliated with such HolderPurchaser) were first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the Securities, and such Holder Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to such HolderPurchaser’s compliance with its obligations under the U.S. federal securities laws and such HolderPurchaser’s internal policies, (a) “HolderPurchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates of such Holder Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by such HolderPurchaser’s legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an affiliate of a Holder Purchaser that was effected without the advice or participation of, or such affiliate’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇Purchaser.

No Prohibited Transactions. Such Holder The Noteholder has not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were the Noteholder was first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) Company or any other person regarding the Exchange, this Agreement or an investment in the New Secured Notes or the Company. The Noteholder covenants that neither it nor any person acting on the Company’s behalfits behalf or pursuant to any understanding with it will engage, directly or indirectly, in each case, regarding any transactions in the Transactions or this Agreement, and such Holder shall not engage in any such activities until securities of the Disclosure Time Company (as defined below)including Short Sales) prior to the time the Exchange is publicly disclosed. “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.7, subject to such Holderthe Noteholder’s compliance with its their respective obligations under the U.S. federal securities laws and such Holderthe Noteholder’s respective internal policies, (a) “HolderNoteholder” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates Affiliates of such Holder the Noteholder that are effectively walled off by appropriate “fire wallFire Wall” information barriers approved by such Holderthe Noteholder’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the TransactionsExchange), and (b) the foregoing representations and covenants of this Section 2.6 2.7 shall not apply to any transaction by or on behalf of an affiliate of a Holder account that was effected without the advice or participation of, or such affiliate’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇Noteholder.

No Prohibited Transactions. Such Holder has The Undersigned and such Purchaser have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were the Undersigned was first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) Company or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and the Undersigned and such Holder Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to the Undersigned’s and such HolderPurchaser’s compliance with its their respective obligations under the U.S. federal securities laws and such Holderthe Undersigned’s and the Purchaser’s respective internal policies, (a) “HolderUndersigned” and “Purchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates Affiliates of such Holder the Undersigned or the applicable Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by the Undersigned’s or such HolderPurchaser’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an affiliate of a Holder Account that was effected without the advice or participation of, or such affiliateAccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the Undersigned or the applicable Purchaser.

No Prohibited Transactions. Such Holder has The Undersigned and the Purchaser have not, directly or indirectly, and no person acting on behalf of or pursuant to any understanding with it has, disclosed to a third party (other than (i) its advisors or as required by Applicable Law (as defined below) or (ii) with the Company’s prior approval or consent) any information regarding the Transactions, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities) since the time that investment professionals affiliated with such Holder (i.e., persons other than compliance personnel affiliated with such Holder) were the Undersigned was first restricted via a “wall-cross” contacted by either the Company, ▇▇▇▇▇▇▇▇ South, LLC (the “Placement Agent”) Company or any other person acting on the Company’s behalf, in each case, behalf regarding the Transactions Transactions, this Agreement or this Agreementan investment in the New Notes, and such Holder the Undersigned and the Purchaser shall not engage in any such activities until the Disclosure Time (as defined below). “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including, without limitation, on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers. Solely for purposes of this Section 2.62.5, subject to such Holderthe Undersigned’s and the Purchaser’s compliance with its their respective obligations under the U.S. federal securities laws and such Holderthe Undersigned’s and the Purchaser’s respective internal policies, (a) “HolderUndersigned” and “Purchaser” shall not be deemed to include any employees, subsidiaries, desks, groups or affiliates Affiliates of such Holder the Undersigned or the Purchaser that are effectively walled off by appropriate “fire wall” information barriers approved by such Holderthe Undersigned’s or the Purchaser’s respective legal or compliance department (and thus such walled off parties have not been privy to any information concerning the Transactions), and (b) the foregoing representations and covenants of this Section 2.6 2.5 shall not apply to any transaction by or on behalf of an affiliate of a Holder Account that was effected without the advice or participation of, or such affiliateAccount’s receipt of information regarding the Transactions provided by, such ▇▇▇▇▇▇the Undersigned or the Purchaser.