Limitation on Resales Sample Clauses

Limitation on Resales. For thirty (30) trading days following the Closing Date, the Holder shall not sell more than 2.0% of trading volume of Common Stock as reported by Bloomberg, LP for the applicable date of determination through open market sales through the NASDAQ Capital Market on any trading day in which the NASDAQ Capital Market is open for trading.
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Limitation on Resales. Notwithstanding anything contained herein, prior to the date upon which shares of Common Stock issued as of the IPO Date would be eligible for resale under Rule 144(k) under the Securities Act, as such Rule may be amended from time to time (or any similar rule or regulation hereafter adopted by the Commission), each holder agrees to limit resales of Registrable Securities under a Shelf Registration Statement, to the number of shares of Registrable Securities which otherwise would be eligible for resale by such Selling Stockholder pursuant to Rule 144, assuming such Registrable Securities were issued as of the IPO Date.
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Limitation on Resales. All Underlying Shares issued to Holder pursuant to this Note shall be subject to resale restrictions as set forth herein. Upon any issuance of Underlying Shares to Holder, Xxxxxx’s right of resale with respect to such shares shall be limited such that Holder shall be entitled to resell no more than one-twelfth (1/12) of such shares in each of the subsequent twelve (12) months following issuance of such Underlying Shares. Xxxxxx’s resale rights hereunder are not cumulative, whereby if Holder does not sell any Underlying Shares in a given month, such fact shall not affect the number of shares that may be resold in any subsequent month. Notwithstanding the foregoing, after twelve (12) months from the issuance of any Underlying Shares to Holder, such shares shall have no contractual resale restrictions hereunder, and may be freely resold subject to compliance with applicable federal and state securities laws.
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Limitation on Resales. It is understood that AVG intends not to disrupt the market for the Company's shares by selling large blocks of stock delivered from exercise of the options all at once. In this connection, AVG agrees to sell no more than the number of shares received in return for the delivery of an aggregate exercise price of $2,500 in any single week.
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Limitation on Resales. As consideration for the Company's agreement to grant the Holders the registration rights set forth in this Agreement and its agreement to use its best efforts to enable Holders to sell under Rule 144, the Holders agree that they will see all their shares only in compliance with Rule 144 (or any successor Rule that may be adopted by the Commission) or pursuant to registration under the Securities Act as provided in this Agreement. Each Holder further agrees and acknowledges that the Agreement and transactions contemplated by the Agreement are designed to ensure that the transaction qualifies as a tax-free transaction under Section 368(a) of the Code. Therefore, notwithstanding any other rights in this agreement, each Holder agrees that it will not directly or indirectly sell, offer, pledge, contract or enter into any option to dispose of any of the Shares for a period of two years from the date of Closing, without the consent of the Company or an opinion of legal counsel or tax counsel to the Company that such sale, pledge, contract or option will not destroy the tax-free nature of the transaction for shareholders of Net Radio.
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Limitation on Resales. D. Xxxxx and its principals agree to sell no more than $500,000 worth of the Shares in any calendar month, commencing with the calendar month in which the S-1 Resale Registration Statement is declared effective.
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Limitation on Resales. For a period of at least six months (as presently proposed by the SEC, or one year if the proposed amendments are not finalized) from the close of this offering, no resales of the Shares shall occur except (i) in accordance with the provisions of Regulation S (Rule 901 through 905, and Preliminary Notes), as promulgated by the U.S. Securities and Exchange Commission, (ii) pursuant to registration under the Securities Act, or (iii) pursuant to an available exemption from registration; and no hedging transactions involving these securities shall be conducted unless in compliance with the Securities Act.
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Limitation on Resales. Notwithstanding anything in this Agreement to the contrary, through and until June 30, 1997, the Seller may not sell or otherwise transfer any Buyer Shares, thereafter and through and until June 30, 1998, the Seller shall not sell or otherwise transfer more than 50,000 Buyer Shares during any thirty-day period.
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Related to Limitation on Resales

  • Prohibition on Resale Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

  • Restriction on Resales Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its "affiliates" (as such term is defined in Rule 144(a)(1) under the 0000 Xxx) not to, resell any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 0000 Xxx) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for cancellation.

  • Limitation on Out of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Limitation on Sales Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

  • Limitation on Release The foregoing provision with respect to the release to the Servicer of the Required Loan Documents and documents by the Collateral Custodian upon request by the Servicer shall be operative only to the extent that the Administrative Agent has consented to such release. Promptly after delivery to the Collateral Custodian of any request for release of documents, the Servicer shall provide notice of the same to the Administrative Agent. Any additional Required Loan Documents or documents requested to be released by the Servicer may be released only upon written authorization of the Administrative Agent. The limitations of this paragraph shall not apply to the release of Required Loan Documents to the Servicer pursuant to the immediately succeeding subsection.

  • Limitation on Exercise Notwithstanding the provisions of this Warrant, the Agreement or of the other Transaction Agreements, in no event (except (i) as specifically provided in this Warrant as an exception to this provision, (ii) during the forty-five (45) day period prior to the Expiration Date, or (iii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock) shall the Holder be entitled to exercise this Warrant, or shall the Company have the obligation to issue shares upon such exercise of all or any portion of this Warrant to the extent that, after such exercise the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or other rights to purchase Common Stock or through the ownership of the unconverted portion of convertible securities), and (2) the number of shares of Common Stock issuable upon the exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such exercise). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Warrant, further agrees that if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee's or assignee's specific agreement to be bound by the provisions of this Section 2.2 as if such transferee or assignee were the original Holder hereof.

  • Limitation on Use COLLEGE and SCHOOL DISTRICT shall use each student education record that he or she may receive pursuant to this CCAP Agreement solely for a purpose(s) consistent with his or her authority to access that information pursuant to Federal and State law, as may be as applicable. (34 C.F.R. § 99.31, 34 C.F.R. § 99.34, and Education Code § 49076.)

  • Limitation on Debt Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness of any Credit Party to Agent and the Lenders under this Agreement and/or the other Loan Documents; (b) any Debt existing on the Effective Date and set forth in Schedule 8.1 attached hereto and any renewals or refinancing of such Debt (provided that (i) the aggregate principal amount of such renewed or refinanced Debt shall not exceed the aggregate principal amount of the original Debt outstanding on the Effective Date (less any principal payments and the amount of any commitment reductions made thereon on or prior to such renewal or refinancing), (ii) the renewal or refinancing of such Debt shall be on substantially the same or better terms as in effect with respect to such Debt on the Effective Date, and shall otherwise be in compliance with this Agreement, and (iii) at the time of such renewal or refinancing no Default or Event of Default has occurred and is continuing or would result from the renewal or refinancing of such Debt; (c) any Debt of Borrowers or any Subsidiary incurred to finance the acquisition of fixed or capital assets, whether pursuant to a loan or a Capitalized Lease provided that both at the time of and immediately after giving effect to the incurrence thereof (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate amount of all such Debt at any one time outstanding (including, without limitation, any Debt of the type described in this clause (c) which is set forth on Schedule 8.1 hereof) shall not exceed $5,000,000, and any renewals or refinancings of such Debt on terms substantially the same or better than those in effect at the time of the original incurrence of such Debt; (d) Debt under any Hedging Transactions, provided that such transaction is entered into for risk management purposes and not for speculative purposes; (e) Debt arising from judgments or decrees not deemed to be a Default or Event of Default under subsection (g) of Section 9.1; (f) Debt owing to a Person that is a Credit Party, but only to the extent permitted under Section 8.7 hereof; (g) the Comerica Debt and the Subordinated Debt; (h) Debt arising under the Surety Agreements, provided that the Borrowers shall promptly terminate the Liberty Mutual Indemnity Agreement and any other Bond Documents related thereto following the completion of the construction projects set forth on Schedule 8.1(i); (i) additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof (i) no Default or Event of Default shall have occurred and be continuing or result therefrom and (ii) the aggregate amount of all such Debt shall not exceed $1,000,000 at any one time outstanding.

  • Limitation on Transfer The Option shall be exercisable only by the Participant or the Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant obtain the prior written approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of the Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan, provided that in respect of any Permitted Transferee which is a trust or custodianship, the Option shall become exercisable and/or expire based on the Employment and termination of Employment of the Participant. All Shares obtained pursuant to the Option granted herein shall not be transferred except as provided in the Plan and, where applicable, the Management Investor Rights Agreement.

  • Limitation on Delegation The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information.

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