Limitation on Sale. The Company covenants until the completion of an ------------------ underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the initial offer and sale of Common Stock for the account of the Company to the public with aggregate gross proceeds to the Company of not less than Fifteen Million Dollars ($15,000,000) (the "IPO") not to issue or sell any shares of Series C Preferred Stock, Series D Preferred Stock, Series C-1 Preferred Stock or Series D-1 Preferred Stock to any investor at a more favorable price or upon more favorable terms (including rights, preferences, privileges and restrictions) than those set forth in the Company's Amended and Restated Certificate of Incorporation, this Agreement and the Series C-1 Preferred Stock Purchase Agreement, and the Amended and Restated Stockholder Rights Agreement without the prior written consent of the Investor. Notwithstanding the foregoing, the Company expressly reserves the right to sell shares of its Series C Preferred Stock and/or Series D Preferred Stock without the prior written consent of Investor, provided that such shares shall not have been sold or issued by the Company at a more favorable price or on more favorable terms (other than the existence of voting rights) than those which are reflected in this Agreement, the Series C-1 Preferred Stock Purchase Agreement, the Amended and Restated Stockholder Rights and the Amended and Restated Certificate of Incorporation.
Limitation on Sale. Licensee may only sell the Licensed Products in the Territory; provided, however, that Licensee shall not sell the Licensed Products to a third party who, to the best knowledge of Licensee, has an intention to sell or export the Licensed Products in or to the areas outside the Territory.
Limitation on Sale. Each Stockholder hereby agrees that such Stockholder shall not at any time during the term of this Agreement Sell any Stock except:
(i) by sale in accordance with Section 3, 4 or 5 hereof;
(ii) by pledge which creates a bona fide security interest in the Stock, provided that the pledgee thereof shall agree in writing in advance with the parties hereto to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Stockholder making such pledge; or
(iii) by transfer to another member of the Group to which such Stockholder belongs, provided that the recipient of such Stock shall agree in writing with the parties hereto to be bound by and to comply with all applicable provisions of this Agreement and to be deemed a member of such Group.
(iv) in any single transaction or collectively with all other transactions during the Term, up to an aggregate of five (5%) percent of the Stock owned by such Stockholder as set forth on Schedule I hereto.
Limitation on Sale. Neither the CRADA nor the rights to the Non-Hodgkin Lymphoma Therapeutic Cancer Vaccine shall be sold by Biovest except in transactions, in which the after tax net proceeds of sale are distributed to the Biovest shareholders with holders of Biovest shares outstanding immediately before Closing receiving the same per share distribution as the common shares of Biovest held by Accentia. Except as provided herein, this Agreement places no limitation of the sale of Biovest assets other than the CRADA and the rights to the Non-Hodgkin Lymphoma Therapeutic Cancer Vaccine owned by Biovest at Closing.
Limitation on Sale. Leaseback ---------------------------- Transactions. The Company will not, and will not permit any ------------ Restricted Subsidiary to, enter into any sale-leaseback transaction involving any of its assets or properties whether now owned or hereafter acquired, whereby the Company or a Restricted Subsidiary sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which the Company or such Restricted Subsidiary, as the case may be, intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred. The foregoing restriction does not apply to any sale- leaseback transaction if:
(i) the lease is for a period, including renewal rights, of not in excess of three years;
(ii) the lease secures or relates to industrial revenue or pollution control bonds;
(iii) the transaction is solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; or
(iv) the Company or such Restricted Subsidiary, within 12 months after the sale or transfer of any assets or properties is completed, applies an amount not less than the net proceeds received from such sale in accordance with clause (A) or (B) of the first paragraph of Section 4.11 hereof.
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Limitation on Sale. Leaseback Transactions ----------------------------------------- The Company shall not, and shall not permit any Restricted Subsidiary to, enter into, Guarantee or otherwise become liable with respect to any Sale/Leaseback Transaction with respect to any property unless: (i) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction under Section 4.12 and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes under Section 4.18; (ii) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair value (as determined by the Board of Directors) of such property; and (iii) the Company applies the proceeds of such transaction to the extent required by Section 4.15.
Limitation on Sale. Each Holder whose Transfer Restricted Securities are covered by a Shelf Registration Statement filed pursuant to Section 4 agrees, upon the request of the Underwriter(s) in any Underwritten Offering permitted pursuant to this Agreement, not to effect any public sale or distribution of securities of the Company of the same class as the Transfer Restricted Securities included in such Shelf Registration Statement (except as part of such registration) including a sale pursuant to Rule 144 under the Securities Act, during the 10-day period prior to, and during the 120-day period (subject to Section 6(d) hereof) beginning on, the closing date of any such Underwritten Offering made pursuant to such Shelf Registration Statement, to the extent timely notified in writing by the Company or such Underwriter(s).
Limitation on Sale. It is understood that Humphrey and Adams xxxxx have thx xxxht to sell their respective shares of Paradigm common stock on the open market at any time subsequent to the proper registration of such stock as called for under Section 2.3. Humphrey and Adams hexxxx xxxee that each will limit their respective daily stock sales to Five Thousand (5,000) shares or less for each trading day the NASDAQ is open for business.
Limitation on Sale. Leasebacks CME Ltd. shall ensure that no Relevant Member of the Group will enter into any arrangement with any person providing for the leasing by it of any property that has been or is to be sold or transferred by it to such person more than 60 days after the acquisition thereof or the completion of construction and commencement of full operation thereof.
