Limitations on Sale Clause Samples
The "Limitations on Sale" clause restricts a party's ability to sell, transfer, or otherwise dispose of certain assets or interests covered by the agreement. Typically, this clause outlines specific conditions under which sales are permitted, such as requiring prior written consent from the other party or limiting sales to approved buyers. By imposing these restrictions, the clause helps maintain control over the ownership and transfer of key assets, thereby protecting the interests of the parties and preventing unauthorized or undesirable sales.
Limitations on Sale. The Company may at any time refuse to permit the Holders to resell any Registrable Securities pursuant to the Registration Statement; provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to the Holders to the effect that a delay in such sales is necessary because, in the good faith judgment of the Company, sales pursuant to the Registration Statement would require the public disclosure of information that would not otherwise be required to be disclosed (which disclosure would, in the good faith judgment of the Company, have a significant adverse effect on the Company) or could in other respects constitute a violation of the federal securities laws or otherwise materially adversely affect the Company. In such an event, the Company shall notify the Holders promptly after it has determined that such circumstances no longer exist. The Company shall not under any circumstances be entitled to refuse to permit the Holders to resell any Registrable Securities under Section 5.4 more than two (2) times in any twelve (12) month period following the Closing Date, and any individual period during which the Company refuses to permit the Holder to resell any Registrable Securities in any twelve (12) month period following the Closing Date shall not exceed sixty (60) days. Each Purchaser hereby covenants and agrees that it will not sell any Registrable Securities pursuant to the Registration Statement during the periods the Company refuses to permit the Holder to resell any Registrable Securities as set forth in this Section 5.4.8.
Limitations on Sale. No member of the Icahn Group shall execute or offer to execute a block sale (or series of related block sales) that aggregate to 4.9% or more of the outstanding Common Shares (or any voting rights decoupled from such shares) to any person or “group” (as defined under Section 13(d) of the Exchange Act) unless (a) such person or group has not filed a Schedule 13D with the SEC in respect of its ownership of securities of the Company and does not have an ownership interest of 5% or more of the Company’s outstanding Common Shares (except for Schedule 13G filers that are mutual funds, pension funds or index funds with no known history of activism) and (b) such member of the Icahn Group reasonably believes that such person or group would not, as a result of the acquisition of such securities, be required to file a Schedule 13D in respect of its ownership of securities of the Company or obtain an ownership interest of 5% or more of the Company’s outstanding Common Shares (except for Schedule 13G filers that are mutual funds, pension funds or index funds with no known history of activism).
Limitations on Sale. Except as set forth below in (b) , the Shareholder agrees that for 24 months following the closing date of the acquisition of NuGene by the Company (the “Lock Up Period”) the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any securities of the Company (each, a “Company Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Shareholder on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company Security (each of the foregoing, a “Prohibited Sale”). The Shareholder agrees to sell Common Stock solely on the following terms and subject to the following conditions:
(a) During the period commencing on the execution and delivery of this Agreement and continuing for 12 months thereof, the Shareholder shall not Sell any of the Shares (the “No Sale Period”); and
(b) For a period commencing on the next day after the end of the No Sale Period and continuing for next twelve consecutive 30 day periods (each a “Leak Out Period” and collectively, the “Leak Out Periods”), Purchaser shall not without written consent of the Company following authorization by the board of directors of the Company, sell any shares of the Shares of the Company, except in an amount not to exceed 8.33% of the Shares per Leak Out Period. Any amount of Shares remaining unsold during any and all prior Leak Out Periods may not be cumulated and added to the amounts permitted to be sold during any other Leak Out Periods.; and
(c) Any amount of the Leak Out Shares remaining unsold during any and all prior Leak Out Periods ...
Limitations on Sale. (a) The Shareholder will notify CNET two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, CNET certifies to the Shareholder in writing within two business days that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would be impracticable or injurious to CNET, then the Shareholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by CNET (a "Blackout Period"). CNET may impose no more than four Blackout Periods, which may not exceed 45 calendar days each and may not exceed 60 calendar days in the aggregate. CNET will use reasonable efforts to minimize the time period during which the Shareholder is required to refrain from selling under this paragraph.
(b) In addition to the foregoing restrictions, if the Shareholder is an Affiliate (as defined under Rule 144 of the Securities Act) of CNET the Shareholder will not sell, transfer or otherwise dispose of any shares of CNET Common Stock or otherwise reduce the Shareholder's risk of loss with respect to any of the CNET Common Stock issued to them in the Merger until CNET has publicly released earnings covering at least 30 days of combined operations of CNET and KillerApp. CNET will use commercially reasonable efforts to release such earnings as soon as reasonably practicable after the closing of the Merger transaction; provided that CNET will not be required to publicly release earnings for a period other than a full calendar quarter.
Limitations on Sale. The Shareholder agrees that for a period of 540 days following the closing date set forth in the Asset Purchase Agreement (the “Lockup Period”) the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any securities of the Company (each, a “Company Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Shareholder on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company Security (each of the foregoing, a “Prohibited Sale”). This Agreement shall expire and have no longer any effect on the last day of the Lock Up Period. Shareholder, at his discretion and subject to compliance with all applicable securities laws, may sell all Shares without any restrictions starting the next day after the end of Lock Up Period.
Limitations on Sale xxv SECTION 9.03. Information.............................................xxvi SECTION 9.04. Expenses................................................xxvi SECTION 9.05. Indemnification.........................................xxvi ARTICLE X
Limitations on Sale. Notwithstanding anything to the contrary in Section 4(a) above or in the general description of exercise alternatives, as a Participant with System Management Level (“ML”) 1-4 status (“ML 1-4 Participant”), you must maintain the applicable Common Stock Ownership Target Level reflected in the chart below, which level is expressed as a multiple of your base salary and is based on your ML. These ownership multiples may be satisfied through any shares of Common Stock held by an ML 1-4 Participant, including, but not limited to, unvested Restricted Shares and shares of Common Stock held in tax-qualified 401(k) plans. Until you achieve your applicable Common Stock Ownership Target Level, you must continue to retain at least that number of Shares equal to 75% of your After-Tax Net Profit (as defined below) from the exercise of the Option divided by the Fair Market Value of the Common Stock on the exercise date, rounded down to the nearest whole number, until the earlier of (a) achieving and maintaining your applicable Common Stock Ownership Target Level, or (b) your termination of full-time employment (or part-time employment under the Phased Retirement Program) with all System Companies.
Limitations on Sale. Shares received upon each exercise of all or any portion of this Option (the "Option Shares") may not be sold, transferred, assigned, pledged or otherwise disposed of (collectively "sold") except as follows:
(a) No Option Shares acquired upon a given exercise may be sold until one year after the date of the respective exercise of the Option.
(b) Thereafter, (i) all or any part of 50% of the respective Option Shares may be sold at any time on or after one year after the date of the respective exercise of the Option; (ii) all or any part of 75% of the respective Option Shares may be sold at any time on or after two years after the date of the respective exercise of the Option; and (iii) all or any part of 100% of the respective Option Shares may be sold at any time on or after three years after the date of the respective exercise of the Option. Notwithstanding the foregoing limitations on sale, at any time after all or any portion of this Option is vested and exercisable, Optionee may elect to exercise that portion of this Option that is vested and exercisable by selling that number of Option Shares necessary to utilize the "cashless exercise" procedure provided for in Section 8(a)(ii)(C) below, in which case the number of Option Shares that may be sold under Section 5(b) above will be reduced by the number of Option Shares used to facilitate the "cashless exercise".
Limitations on Sale. In addition, subsequent to the Lockup Expiration Date, ▇▇▇▇ agrees that, unless otherwise approved by the Company, he will not publicly sell, in any one month, a number of his ▇▇▇▇ Shares that exceed 100% of the average weekly trading volume of Company shares, as traded on the FINRA OTC Bulletin Board or other securities exchange) during the immediately preceding month.
Limitations on Sale. Parent shall not sell more than 10% of the Buyer Common Stock originally issued pursuant to the Agreement in the open market on any trading day, which, for the avoidance of doubt, does not include any Buyer Common Stock sold pursuant to a Block Trade.