Limitations on Dispositions. The undersigned acknowledges that if any transfer of the Common shares is proposed to be made in reliance upon an exemption under the Securities Act, the Company may require an opinion of counsel satisfactory to the Company that such transfer may be made pursuant to an applicable exemption under the Securities Act. The undersigned acknowledges that, so long as appropriate, a legend similar to the following may appear on the certificates representing the Common Stock: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW.
Limitations on Dispositions. The Company shall not Dispose of any of its Property (including, without limitation, any Collateral), whether now owned or hereinafter acquired except:
(a) the sale or Disposition of machinery and equipment no longer used or useful in the business of the Company;
(b) the Disposition of obsolete or worn-out Property in the ordinary course of business;
(c) the sale of inventory and immaterial assets in the ordinary course of business; or
(d) Dispositions of machinery, equipment or other fixed assets to the extent that (A) such assets are exchanged for credit against the purchase price of similar replacement assets that are purchased within 180 days or (B) the proceeds of such disposition are applied to the purchase price of replacement assets within 180 days.
Limitations on Dispositions. Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests of such Subsidiary to any Person, except:
(a) Dispositions in the ordinary course of business;
(b) with respect to a Group Member (other than any Borrowing Base Loan Party), Dispositions of obsolete, damaged, worn out, used or surplus property (including for purposes of recycling), whether now owned or hereafter acquired and Dispositions of property that is no longer used or useful in the conduct of the business of the Group Members or economically practicable or commercially desirable to maintain;
(c) with respect to a Group Member (other than any Borrowing Base Loan Party), Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided that to the extent the property being transferred constitutes Collateral such replacement property shall constitute Collateral;
(d) Dispositions of Cash Equivalents; provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition;
(e) the BRR2 Disposition;
(f) with respect to a Group Member (other than any Borrowing Base Loan Party), subleases, licenses or sublicenses (including the provision of software under an open source license), which do not materially interfere with the business of the Group Members, taken as a whole; provided, that such Disposition shall be for no less than the fair market value of such property at the time of such Disposition;
(g) with respect to a Group Member (other than any Borrowing Base Loan Party), Dispositions of property subject to casualty events;
(h) with respect to a Non-Guarantor Subsidiary, Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
(i) with respect to a Group Member (other than any Borrowing Base Loan Party), Dispositions or discounts of accounts receivable and related assets in connection with the collection or compromise thereof;
(j) with respect to a Non-Guarantor Subsidiary, Dispositions in connection with the unwinding of any Swap Contract...
Limitations on Dispositions. Neither Borrower nor any Restricted Subsidiary will Dispose of any of its material assets or properties or any material interest therein, except, to the extent not otherwise forbidden under the Security Documents:
(a) Equity Interests of any of Borrower's Subsidiaries that is transferred to Borrower or a Guarantor;
(b) Dispositions of property by any Restricted Subsidiary to Borrower or to a Guarantor;
(c) Dispositions of Borrowing Base Assets provided that with respect to any Dispositions of Borrowing Base Assets in an aggregate amount in excess of $250,000 during any fiscal year, (i) no Default or Event of Default shall exist prior to or after giving effect to such Disposition, (ii) the Borrowing Base shall be reduced by the value of such Borrowing Base Asset, and (iii) the proceeds thereof shall be applied as a prepayment on the Obligations and, after giving effect to such prepayment and the reduction of the Borrowing Base pursuant to the foregoing clause (ii), the remaining Borrowing Base shall equal or exceed the outstanding Obligations; and
(d) Dispositions of non-Borrowing Base Assets that are Disposed of not in the aggregate in excess of $50,000,000 during any fiscal year, provided that such Dispositions could not reasonably be expected to have a Material Adverse Effect. No Disposition may be made pursuant to §8.11(c) unless (i) made for fair consideration to a Person who is not an Affiliate and (ii) no Default has occurred and is continuing at the time of such Disposition or would result therefrom.
Limitations on Dispositions. Section 8.11 of the Original Credit Agreement is hereby amended by adding a new clause (e) immediately following clause (d) thereof, to read as follows:
Limitations on Dispositions. Without the prior written consent of the Required Purchasers, Dermavant shall not (and Dermavant shall ensure that each of its other Controlling Affiliates does not) Dispose of (including to an Affiliate of Dermavant) all or any of Dermavant’s right, title or interest in or to any Product Assets (including any inventory or intellectual property in connection with the Product) except for Permitted Dispositions.
Limitations on Dispositions. (a) For a period of two (2) years from the Closing Date, neither the Investor nor any of its Affiliates shall make any Disposition, except, upon prior written notice to the Company, to an Affiliate of the Investor, which Affiliate shall then be subject to the same restrictions on Disposition as set forth in this Section 5.3. The Investor or its Affiliate, as the case may be, (i) during the period from the day after the second anniversary of the Closing Date until the third anniversary of the Closing Date, may Dispose of no more than 250,000 shares (subject to stock splits, reverse stock splits, combinations, recapitalizations and similar events) of the Purchased Stock in the aggregate per calendar quarter, and (ii) after the third anniversary of the Closing Date, may Dispose of no more than 500,000 shares (subject to stock splits, reverse stock splits, combinations, recapitalizations and similar events) of the Purchased Stock in the aggregate per calendar quarter.
(b) With respect to any sale or transfer of the Purchased Stock, the Investor or its Affiliate, as the case may be, shall not make any such sale or transfer unless the sale or transfer is made pursuant to Rule 144 or similar provisions of federal securities laws as in effect from time to time.
(c) In the event the Company proposes to sell securities in an underwritten offering, the Investor shall, if requested by the Company and an underwriter of Common Stock of the Company, agree not to sell or otherwise transfer or dispose of any Common Stock of the Company held by the Investor for a specified period of time, such period of time not to exceed ninety (90) days. Such agreement shall be in writing in a form satisfactory to the Company and underwriter in such offering. The Company may impose stop transfer instructions with respect to the Common Stock subject to the foregoing restrictions until the end of the lock-up period. The Company may request no more than one (1) lock-up period per calendar year.
Limitations on Dispositions. The Holder understands that the Shares are "restricted securities" under applicable United States federal and state securities laws and that, pursuant to these laws, the Holder must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Agreement and will transfer securities on the books of the Company only to the extent not inconsistent therewith.
Limitations on Dispositions. Purchaser has been advised by Seller that none of the Subsidiaries' Shares have been registered under the Securities Act or applicable state securities law and that such shares will be sold in a transaction exempt therefrom. Purchaser acknowledges that it is familiar with the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Subsidiaries' Shares. Purchaser understands that an opinion of counsel and other documents may be required to transfer the Subsidiaries' Shares. Purchaser acknowledges that the Subsidiaries' Shares shall be subject to stop transfer orders and any certificates evidencing such shares shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws and neither such securities nor any interest therein may be offered, sold, pledged, assigned or otherwise transferred unless (1) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws, or (2) the Company receives an opinion of counsel, which counsel and opinion are reasonably satisfactory to the Company, that such securities may be offered, sold, pledged, assigned or transferred without an effective registration statement under the Securities Act or applicable state securities laws."
Limitations on Dispositions. The Equity Contributor acknowledges that the Securities have not been and are not being registered under the Securities Act of 1933, as amended, and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom and are otherwise subject to the terms and conditions of the Stockholders Agreement.
