Limitations on Sales. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Securities and, by notice to the Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Securities, and the Agent shall not be obligated to offer or sell any Securities, (i) during the 14 calendar days prior to the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings or revenue results (each, an “Earnings Announcement”), (ii) except as provided in Section 6(h) below, at any time from and including an Announcement Date through and including the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information; provided that, unless otherwise agreed between the Company and the Agent, for purposes of (i) and (ii) above, such period shall be deemed to end at the relevant Filing Time.
Limitations on Sales. Licensee is authorized to sell Xxxx-Bearing Merchandise, subject to the restrictions and conditions imposed by Delta, which Licensee expressly acknowledges and agrees to, including the restrictions stated in the fourth WHEREAS paragraph of this Agreement; and the restrictions stated in Delta’s Licensee Code.
Limitations on Sales. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Securities and, by notice to the Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Securities, and the Agent shall not be obligated to offer or sell any Securities during any other period in which the Company is in possession of material non-public information.
Limitations on Sales. Products shall not be sold as a “discount” brand or in a “discount environment,” and Products shall not be sold as promotional items.
Limitations on Sales. (a) A Holder may not effect a sale of Registrable Shares to be made pursuant to the Registration Statement except in accordance with the terms of this Agreement.
Limitations on Sales. Notwithstanding anything contained herein to the contrary, the total amount of Class C Notes that may be sold in the Offering by all brokers combined will not exceed $20,000,000 in aggregate principal amount and the total amount of Class D Notes that may be sold in the Offering by all brokers combined will not exceed $10,000,000 in aggregate principal amount."
Limitations on Sales. Except as otherwise provided in Section 3.1(a) or 4.4(b) hereof, the Trustee shall not sell, exchange or transfer any SF Securities or grant any option for the purchase or exchange of any SF Securities (each a "Securities Transaction") unless the Trustee shall have given the Company 10 business days' prior notice of such Securities Transaction. The Trustee's notice shall state with respect to such Securities Transaction (i) the amount of SF Securities involved, (ii) whether such Securities Transaction will be effected through the public markets and (iii) the date such Securities Transaction is proposed to be entered into. If the Company is advised in writing by a recognized independent investment banking firm that such Securities Transaction would adversely affect any financing by the Company that had been contemplated by the Company prior to the receipt of such notice or if the Company determines in its good faith judgment that such Securities Transaction would require the Company to disclose material information which the Company has a bona fide business purpose for preserving as confidential or that the Company is unable to comply with SEC requirements prior to such Securities Transaction, the Company may give notice to the Trustee not to effect such Securities Transaction prior to the date specified in the Trustee's notice. Upon receipt of such a notice from the Company, the Trustee shall not effect such Securities Transaction for a period not to exceed 120 days from the date of the Company's notice or such lesser period as shall be specified in the Company's notice.
Limitations on Sales. Valhi will not, xxxxxxxx xx xxxxrectly, sell, transfer or otherwise dispose of any Valhi Units except pursuant to (a) public offerings pursuant to any registration of the Valhi Units by USRP for the benefit of Valhi, (b) sales in compliance with Rule 144 under the Securities Act of 1933, as amended, or any successor rule then in effect, (c) sales in compliance with Section 2 of this Agreement, (d) sales, transfers or other dispositions pursuant to a merger, business combination, liquidation or similar transaction involving USRP, (e) transactions in compliance with Section 4(d) of this Agreement, (f) sales, transfers or other dispositions to any person or entity, provided that immediately prior to such transaction the acquiring person (together with such acquiring person's affiliates) has not filed a Schedule 13D or 13G (or a successor form then in use to report such ownership) disclosing beneficial ownership of 5% or more of the outstanding Units, and provided that the acquiring person (together with such acquiring person's affiliates) will not be required to file, as a result of such transaction with Valhi, a Schedule 13D or 13G (or a successor form then in use to report such ownership) disclosing beneficial ownership of 5% or more of the outstanding Units, (g) sales, transfers or dispositions to any affiliate of Valhi, provided such affiliate agrees in writing to be bound by all of provisions of this Agreement as a holder of the Valhi Units, or (h) sales pursuant to bona fide pledges of the Valhi Units.
Limitations on Sales. The Company shall not permit any Shareholder to and no Shareholder shall, sell or transfer, directly or indirectly, any Common Stock, Option (as defined in the Certificate of Designations), Convertible Security (as defined in the Certificate of Designations) or any other instrument convertible into or exercisable or exchangeable for Common Stock, or to convert or exercise any such convertible or exercisable instrument (except as may be issued pursuant to the terms of an Approved Share Plan (as defined in the Certificate of Designations), beneficially owned by such Person unless (i) the Required Holders (as defined in the Certificate of Designations) shall have executed a written consent to such sale, transfer or exercise or (ii) the Weighted Average Price (as defined in the Certificate of Designations) of the Common Stock shall have equaled or exceeded 175% of the initial Conversion Price (as defined in the Certificate of Designations) (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Subscription Date (as defined in the Certificate of Designations)) for each of the sixty (60) consecutive Trading Days (as defined in the Certificate of Designations) (the “Limitation Measuring Period”) prior to the date of such sale, transfer or exercise (the “Senior Management Limitation”). Notwithstanding the foregoing, the Senior Management Limitation shall not apply to such sale, transfer or exercise if either (x) the Market Capitalization (as defined in the Certificate of Designations) of the Company exceeds $200 million on the date of such sale, transfer or exercise, (y) the average daily trading volume as reported by Bloomberg of the Company’s Common Stock on the Principal Market (as defined in the Certificate of Designations) during the Limitation Measuring Period exceeds 50,000 shares. Notwithstanding anything stated herein to the contrary, the Common Stock or Other Securities may be pledged by the Shareholder in connection with a bona fide margin account or other loan or financing arrangement secured by such Common Stock or Other Securities and such pledge of Common Stock or Other Securities (or resulting foreclosure on such securities by such lender) shall not be deemed to be a transfer, sale or assignment of the Common Stock or Other Securities hereunder, and the Shareholder shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Com...
Limitations on Sales. 34 -ii- TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE VI CONDITIONS TO THE MERGER.............................................................35 6.1 Conditions to Obligations of Each Party to Effect the Merger.....................35 6.2 Conditions to the Obligations of Parent and Sub..................................35 6.3 Conditions to Obligations of the Company and the Members.........................37
