DEALING RESTRICTIONS Sample Clauses

DEALING RESTRICTIONS. If the Participant or the Trustee or both are restricted from transferring, procuring the transfer, issuing, receiving or dealing in JSOP Shares or any interest therein by reason of any statutory, regulatory or other legal provision or rule, the Articles of Association of the Company, or any other requirement or guidance issued by the UK Listing Authority or any share dealing code operated by or binding on the Company or on behalf of any other body relating to such dealings, the Participant or Trustee shall not be obliged to sell, transfer, procure the transfer of, or otherwise deal in the JSOP Shares until after such restrictions are lifted.
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DEALING RESTRICTIONS. The Covenantor undertakes to the Offeror that it will not (in each case other than in connection with the Offers), and shall procure and ensure that none of its Affiliates will, directly or indirectly, except with the prior written consent of the Offeror:
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DEALING RESTRICTIONS. 12.1 As the Company is listed on the New York Stock Exchange, Dealing restrictions will apply in respect of both the Award and any resulting Shares in accordance with the rules of that exchange and any applicable U.S. securities laws, rules and regulations. This means that the vesting of an Award may be delayed and/or you may be prohibited from selling Shares, during certain periods in the financial year (including prior to the announcement of the Company’s financial results) and/or if you are in possession of price sensitive information. Please see the internal Share Dealing Code operated by the Company for further information.
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DEALING RESTRICTIONS. 3.1 Subject to the provisions of this Undertaking, each of the Covenantor and Alpha undertakes to the Offeror during the validity period of this Undertaking that it will not (in each case other than as required by the Scheme), and shall procure that none of its Affiliates will, directly or indirectly, except (i) with the prior written consent of the Offeror or (ii) solely in relation to a sale, transfer or disposal of the Existing Shares in accordance with the terms of the Put Option, or (iii) in relation to a sale, transfer or disposal of the shares in the Covenantor to Xx. Xxx Xxxx Xxxxxx Xxxxxxx or any of his Affiliates (the “LaGuardia Sale”), provided that in each case of (i), (ii) and (iii), such sale, transfer or disposal shall be conditional upon the execution of an undertaking by the transferee of such Existing Shares or any interest therein on substantially the same terms of this Undertaking unless waived by the Offeror in writing:
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DEALING RESTRICTIONS. Each Grantor will not without the State's prior consent or as expressly permitted in any other State Project Document:
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DEALING RESTRICTIONS. (a) Before the Partial Offer becomes or is declared unconditional (whether as to acceptance or in all respects), lapses or is withdrawn (whichever is the later), each Joint Offeror shall not, and shall use its reasonable efforts to procure parties acting in concert with it (including any other person who is subsequently acting in concert with it) and its associates not to, sell, transfer, charge, encumber, grant any option over or otherwise dispose of any interest in any of the Shares held by it directly or indirectly.
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DEALING RESTRICTIONS. 4.1 The Shareholder undertakes that it shall not, and shall procure that none of its Affiliates or the parties acting in concert with it shall, before the Effective Date (or if the Scheme or Reduction is not approved at the Court Meeting or the EGM, as the case may be, before the Court Meeting), and other than in connection with the Scheme or pursuant to Clause 3, directly or indirectly:‌
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Related to DEALING RESTRICTIONS

  • Selling Restrictions (i) Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), none of the Investor, its sole member, any of their respective officers, or any entity managed or controlled by the Investor or its sole member (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses (i) and (ii) hereof, either for its own account or for the account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of Shares that the Investor is unconditionally obligated to purchase under any pending VWAP Purchase Notice or any pending Intraday VWAP Purchase Notice (as applicable), but has not yet received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the Investor (or its Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such pending VWAP Purchase Notice and the Shares purchased pursuant to such pending Intraday VWAP Purchase Notice (as applicable) to the purchaser thereof promptly upon the Investor’s receipt of such Shares from the Company in accordance with Section 3.3 of this Agreement and (Y) neither the Company or its transfer agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received by the Investor as DWAC Shares on the applicable Purchase Share Delivery Date for such VWAP Purchase and on the applicable Purchase Share Delivery Date for such Intraday VWAP Purchases (as applicable) in accordance with Section 3.3 of this Agreement.

  • Trading Restrictions The Company may establish periods from time to time during which Participant’s ability to engage in transactions involving the Company’s Common Stock is subject to specific restrictions (“Restricted Periods”). Participant may be subject to restrictions giving rise to a Restricted Period for any reason that the Company determines appropriate, including, restrictions generally applicable to employees or groups of employees or restrictions applicable to Participant during an investigation of allegations of misconduct or conduct detrimental to the Company or any Affiliate by Participant.

  • Offering Restrictions You will not make any offers or sales of Securities or any Other Securities in jurisdictions outside the United States except under circumstances that will result in compliance with (i) applicable laws, including private placement requirements, in each such jurisdiction and (ii) the restrictions on offers or sales set forth in any AAU or the Prospectus, Preliminary Prospectus, Offering Circular, or Preliminary Offering Circular, as the case may be. It is understood that, except as specified in the Prospectus or Offering Circular or applicable AAU, no action has been taken by the Manager, the Issuer, the Guarantor, or the Seller to permit you to offer Securities in any jurisdiction other than the United States, in the case of a Registered Offering, where action would be required for such purpose.

  • Voting Restrictions The Investor shall not be subject to voting or other restrictions arising under any applicable "anti-takeover" laws, rules or regulations.

  • Lock-Up Restrictions The Optionee hereby agrees to any lockup of the Shares which the Board of Directors of the Company requests when requested by an investment banker or underwriter providing financing to the Company.

  • Basic Restrictions (i) (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares in excess of the Aggregate Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares in excess of the Excepted Holder Limit for such Excepted Holder.

  • Use Restrictions (a) Company will not do or attempt to do, and Company will not permit any other person or entity to do or attempt to do, any of the following, directly or indirectly:

  • Business Restrictions The Issuer shall not (i) engage in any business or transactions, or be a party to any documents, agreements or instruments, other than the Transaction Documents or those incidental to the purposes thereof, or (ii) make any expenditure for any assets (other than Receivables) if such expenditure, when added to other such expenditures made during the same calendar year would, in the aggregate, exceed Ten Thousand Dollars ($10,000); provided, however, that the foregoing will not restrict the Issuer’s ability to pay servicing compensation as provided herein and, so long as no Default, Event of Default or Rapid Amortization Event shall have occurred and be continuing, the Issuer’s ability to make payments or distributions legally made to the Issuer’s members.

  • Issuance Restrictions If the Company has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures or Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant issued pursuant to the Purchase Agreement and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Securities pursuant to the Purchase Agreement, would exceed 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date of the Purchase Agreement, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the Purchase Agreement shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, the Holder may allocate its pro-rat a portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser no longer holds any Warrants and the amount of shares issued to such Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

  • Publicity Restrictions Company shall not use the name of Medical School or any of its trustees, officers, faculty, students, employees, or agents, or any adaptation of such names, or any terms of this Agreement in any promotional material or other public announcement or disclosure without the prior written consent of Medical School. The foregoing notwithstanding, Company shall have the right to disclose such information without the consent of Medical School in any prospectus, offering memorandum, or other document or filing required by applicable securities laws or other applicable law or regulation, provided that Company shall have given Medical School at least ten (10) days (or such prior shorter period in order to enable Company to make a timely announcement, while affording the Medical School the maximum feasible time to review the announcement) prior written notice of the proposed text for the purpose of giving Medical School the opportunity to comment on such text.

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