Cessation of Sales. Each Selling Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(a)(ii) hereof, such Selling Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to the then current Prospectus until (1) such Selling Stockholder is advised in writing by the Company that a new Registration Statement covering the offer of Registrable Securities has become effective under the Securities Act or (2) such Selling Stockholder receives copies of any required supplemented or amended Prospectus, or until such Selling Stockholder is advised in writing by the Company that the use of the Prospectus may be resumed; provided, however, that the Company shall use its commercially reasonable efforts to cure any such misstatement, omission or event that is applicable to the Registration Statement as soon as reasonably practicable after delivery of such notice pursuant to clause (6) of Section 5(a)(ii) hereof. If so directed by the Company, on the happening of such event, each Selling Stockholder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Stockholder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.
Cessation of Sales. (a) Upon receipt of written notice from the Company pursuant to Section 5.1(e), each holder of Registrable Securities hereby agrees to discontinue the disposition of the Registrable Securities covered by a registration statement or prospectus until such order set forth in Section 5.1(e) has been withdrawn or lifted.
(b) Upon receipt of written notice from the Company pursuant to Section 5.1(f), each holder of Registrable Securities hereby agrees to discontinue the disposition of the Registrable Securities covered by a registration statement or prospectus until such holders: (i) receive copies of a supplemented or amended prospectus and have been advised in writing by the Company that such supplemented or amended prospectus may be used; or (ii) are advised in writing by the Company that the applicable prospectus may be used. If so directed by the Company, the holders of Registrable Securities shall deliver to the Company all copies then in such holder’s possession of the prospectus covering such Registrable Securities current at the time of receipt of notice by the Company.
Cessation of Sales. Except for sales made in accordance with Section 16.12.2(a)(i) (Termination Other than for Cause by Akebia), Licensee will cease all sales of Licensed Product in the Territory.
Cessation of Sales. 4 4.3. Other Registrations.......................................4
Cessation of Sales. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(a)(v) hereof, such Holder will forthwith discontinue any disposition of Restricted Stock pursuant to the then current prospectus until (i) such Holder is advised in writing by the Company that a new Registration Statement covering the offer of Restricted Stock has become effective under the Securities Act, (ii) such Holder receives copies of any required supplemented or amended prospectus, or (iii) such Holder is advised in writing by the Company that the use of the prospectus may be resumed; provided, however, that the Company shall use its best efforts to cure any such misstatement, omission or event that is applicable to the Registration Statement as soon as reasonably practicable after delivery of such notice. Such periods of discontinued use of the Registration Statement shall not exceed 30 days in any single instance and shall not exceed a total of 90 days in any calendar year. If so directed by the Company, on the happening of such event, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
Cessation of Sales. In the event of any registration of Registrable Shares under the Securities Act pursuant to this Agreement, Pfizer agrees that, upon receipt of any notice from ArQule of (i) any request by the SEC for amendments or supplements to a Registration Statement or related prospectus covering any of Pfizer's Registrable Shares, (ii) the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement covering any of Pfizer's Registrable Shares or the initiation of any proceedings for that purpose, (iii) the receipt by ArQule of any notification with respect to the suspension of the qualification of any Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) the happening of any event that requires amending or supplementing the Registration Statement, prospectus, prospectus supplement or post-effective amendment so that any of the foregoing will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (v) ArQule's reasonable determination that a post-effective amendment to the Registration Statement or a supplement to any related prospectus is required under the Securities Act; Pfizer will immediately discontinue disposition of such Registrable Shares. Pfizer further agrees that (x) it shall not resume its disposition of Registrable Shares pursuant to such Registration Statement or related prospectus unless it has received notice from ArQule that such Registration Statement or amendment has become effective under the Securities Act and has received a copy or copies of the related prospectus (as then amended or supplemented, as the case may be), unless the Registrable Shares are then listed on a national securities exchange and ArQule has advised Pfizer that ArQule has delivered copies of the related prospectus, as then amended or supplemented, to such exchange and (y) if so directed by ArQule, such holder will deliver to ArQule (at ArQule's expense) all copies, other than permanent file copies then in such stockholder's possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice.
Cessation of Sales. Broker will not sell shares of Stock under this Sales Plan at any time:
a. When Broker, in its sole discretion, has determined that a market disruption, a banking moratorium outbreak, an escalation of hostilities or other crisis has occurred that could, in Broker’s judgment, adversely affect sales of the Stock;
b. When any person at Broker with influence over how, when or whether to effect such transaction is aware of material non-public information concerning the Company or its securities;
c. When Broker, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Sellers or Sellers’ affiliates (other than any such restriction relating to Sellers’ possession or alleged possession of material nonpublic information about the Company or its securities);
d. After Broker receives notice from Sellers or the Company in accordance with Section 6.3 below of the occurrence of any event that would prohibit the sale of shares of Stock under this Sales Plan until the end of the Suspension Period referred to in Section 6.3;
e. After the Sales Periods specified by Sellers in Schedule B hereto;
f. After Broker receives notice from Sellers to terminate this Sales Plan in accordance with Section 6.1(e) below;
g. After Broker receives notice from Sellers or the Company that the Company or any other person has publicly announced a tender or exchange offer with respect to the Stock (other than pursuant to the Company’s Agreement and Plan of Merger (the “Merger Agreement”) with Nexstar Broadcasting Group, Inc., a Delaware corporation, and Neptune Merger Sub, Inc., a Virginia corporation);
h. After Broker receives notice from Sellers or the Company that the Company or any other person has publicly announced that the Company is the target of a merger, acquisition, reorganization, recapitalization or comparable transaction (other than pursuant to the Merger Agreement);
i. After Broker receives notice from the Company that sales of shares of Stock must cease, whether or not the reason is disclosed;
j. After Broker receives notice of the commencement of any proceeding in respect of or triggered by any of Sellers’ bankruptcy or insolvency; or
k. After Broker receives notice from the Company or representatives of any of Sellers’ estate of the death of such Seller.
Cessation of Sales. From and after the Closing Date, Sellers will cease selling and shipping all Products and shall turn over to Purchaser any open and unfilled orders for such Products, as part of the Assets purchased by Purchaser.
Cessation of Sales. The Equity Seller agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(ii)(2), 3(a)(ii)(3), 3(a)(ii)(4) or 3(a)(ii)(6) hereof, the Equity Seller will forthwith discontinue disposition of Registrable Securities pursuant to the then current Prospectus until (1) the Equity Seller is advised in writing by the Company that a new Registration Statement covering the offer of Registrable Securities has become effective under the Securities Act or (2) the Equity Seller receives copies of any required supplemented or amended Prospectus, or until the Equity Seller is advised in writing by the Company that the use of the Prospectus may be resumed; provided, however, that the Company shall use its commercially reasonable efforts to cure any such misstatement, omission or event that is applicable to the Registration Statement as soon as reasonably practicable after delivery of such notice pursuant to clause (6) of Section 3(a)(ii) hereof. If so directed by the Company, on the occurrence of such event, the Equity Seller will deliver to the Company all copies, other than permanent file copies then in the Equity Seller’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.
Cessation of Sales. Licensee will cease all sales of Licensed Product to the terminated TPDO and its TPDO Clinics and to the terminated GPO, its IDO members, and the IDO Clinics of such IDO members.
