Common use of Restriction on Short Sales Clause in Contracts

Restriction on Short Sales. Each Buyer agrees that the Buyer shall not engage in any transaction constituting a "short sale" (as defined in Rule 3b-3 of the ▇▇▇▇ ▇▇▇) of the Common Stock (collectively, "Short Sales"). Notwithstanding the foregoing, the restriction on Short Sales set forth in the first sentence of this Section 4(n) shall not apply (a) on and after any date on which the Common Stock is not listed or quoted on the Bulletin Board, Nasdaq SmallCap or National Market or The New York Stock Exchange, Inc. or has been suspended from trading on any such exchange (excluding suspensions of not more than one day resulting from business announcements by the Company), or any such delisting or suspension is threatened or pending; (b) on or after any date on which there shall have occurred an event constituting a Change of Control or a Triggering Event or an event that with the passage of time and without being cured would constitute a Triggering Event; (c) on or after any date on which there shall have been an announcement of a pending, proposed or intended Change of Control; (d) on or after any date on which the Company issues or sells or is deemed to have issued or sold any Convertible Securities or Options (both as defined in the Certificate of Designations) that are convertible into or exercisable or exchangeable for shares of Common Stock at a conversion or exercise price which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to a fixed price; or (e) with respect to a short sale so long as the Buyer delivers a Conversion Notice (as defined in the Certificate of Designations) within two Business Days of such Short Sale entitling such Buyer to receive a number of shares of Common Stock at least equal to the number of shares of Common Stock sold in such Short Sale.