Common use of Manner of Sale Clause in Contracts

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registration.

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "“Threshold Amount"”)), the Purchasers agree that, except as provided below or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreementtime. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registration.

Manner of Sale. So long (a) Authorized Customers (i) Distributor shall only sell Products for purposes of resale to Authorized Resellers. An “Authorized Reseller” (i) is an individual or business entity that purchases Products from an Authorized Distributor and resells the Products as part of a commercial enterprise; (ii) has a brick- and-mortar location unless otherwise authorized by Xxxxxxx’x; (iii) has received and agrees to adhere to the Purchasers own Xxxxxxx’x Ltd. Authorized Reseller Policy; and (iii) has not had its Authorized Reseller status revoked by Xxxxxxx’x. For purposes of this Distributor Policy, any entity operating a third-party marketplace website, including, but not limited to, Xxxxxx.xxx, Xxxxxxx.xxx, Xxx.xxx, or Xxxxxxx.xxx, shall not be considered an Authorized Reseller. (ii) If Distributor desires to sell Products for purposes of resale to any customer or prospective customer that is not yet an Authorized Reseller, Distributor shall immediately provide the Xxxxxxx’x Authorized Reseller Policy to such customer/prospective customer. If such customer/prospective customer accepts the terms in excess the Xxxxxxx’x Ltd. Authorized Reseller Policy, Distributor may thereafter sell Products to such customer, who shall thereafter be an Authorized Reseller unless and until Xxxxxxx’x revokes such status. Authorized Resellers are determined by Xxxxxxx’x in its sole discretion. Distributor shall cease or suspend sales to any customer promptly upon request of 2.5% Xxxxxxx’x (iii) Distributor shall not sell the Products to End Users. An “End-User” is any purchaser of the fully diluted Common Stock Products who is the ultimate consumer/user of the Products and who does not intend to resell the Products to a third party. (after giving effect iv) Do-Not-Sell List: Immediately upon receipt of any Do-Not-Sell List, Distributor must cancel any pending orders from each individual or entity identified on the list and refuse to the exercise of all outstanding options, warrants and other rights sell to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")any identified individual(s), entity or entities: (a) all Xxxxxxx’x Products in the Purchasers agree thatevent that Retailer is completely unauthorized or (b) the specific Xxxxxxx’x Product(s) for which the they are not authorized. (b) Geographic Location of Sales. Distributor shall not sell, except as provided below ship, invoice, or except with promote the Products outside the United States of America and Canada or to anyone the Distributor knows or has reason to know intends to ship the Products outside of the United States of America and Canada without the prior written consent of the Company Xxxxxxx’x. Distributor acknowledges that Xxxxxxx’x has, or may have, distribution agreements with international Distributors that prohibit Distributor from selling goods in any given country outside of North America. (which consent c) Online Sales. Distributor shall not be unreasonably withheld)market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, or Walmart Marketplace, without the Purchasers shall sell or otherwise effectuate a distribution prior written consent of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected Xxxxxxx’x, which is granted solely through execution by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess Xxxxxxx’x of the Threshold AmountXxxxxxx’x Authorized Online Seller Agreement. Xxxxxxx’x Authorized Online Seller Agreement constitutes the only means of providing consent to sell the Products online on publicly accessible websites. No Xxxxxxx’x employee or agent can authorize online sales through oral statements, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 other written agreement, or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in means. The terms of this Distributor Policy supersede any prior agreement between Xxxxxxx’x and Distributor regarding the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any sale of the Common Stock at any time in accordance with Products online. Any authorization previously granted to Distributor by Xxxxxxx’x to sell the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registrationProducts online is hereby revoked.

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect Pursuant to the exercise terms and subject to the conditions of all outstanding optionsthis Agreement, warrants (i) each Manager shall use its commercially reasonable efforts, consistent with its normal trading and other rights sales practices and applicable law and regulations, to purchase Common Stock whether or not offer and sell any Primary Shares at such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except prices and in such amounts and otherwise in accordance with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected Company’s instructions pursuant to Section 2.1 3(a) hereof, (ii) each Forward Seller shall use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to offer and sell any Hedge Shares to be borrowed by, or on behalf of, the Forward Purchaser affiliated with such Forward Seller in a registration effected accordance with the applicable Forward Instruction Notice delivered by the Company for its own account in which the Purchasers elect, pursuant to Section 2.23(c) hereof and (iii) each Forward Purchaser shall use its commercially reasonable efforts to borrow, or cause such Forward Seller or any other affiliate thereof to borrow, a number of Hedge Shares at such times as required to settle such sales and sufficient to have an aggregate gross sale price as close as reasonably practicable to the Aggregate Maximum Forward Hedge Amount. Each Manager and Forward Seller shall sell Shares hereunder by any method permitted by law deemed to be an At-the-Market Offering (as defined below), including, without limitation, sales made by means of ordinary brokers’ transactions, to include Registrable Securitiesor through a market maker at market prices prevailing at the time of sale, only (iat prices related to prevailing market prices or at negotiated prices; provided, however, that neither the Managers nor the Forward Sellers shall have any obligation to offer or sell such Shares, and the Company acknowledges and agrees that neither the Managers nor the Forward Sellers shall have any such obligation, in the event that any such offer or sale may in the reasonable judgment of any such Manager or Forward Seller constitute the sale of a “block” under Rule 10b-18(a)(5) pursuant under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or such Manager or Forward Seller reasonably believes that it may be deemed to one or more firm commitment underwritten public offerings or (ii) be an “underwriter” under the Securities Act in one or more block trades. Notwithstanding anything a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a prospectus to the contrary set forth above, at NYSE in accordance with Rule 153 under the Securities Act (such transactions are referred to as an “At-the-Market Offering” herein). Each Manager and Forward Seller hereby covenants and agrees not to make any time while the Purchasers own an amount offer or sale of Common Stock in excess any Shares other than by means of the Threshold Amount, the Purchasers At-the-Market Offerings or otherwise as shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected be mutually agreed upon by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell Manager or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registrationForward Seller.

Manner of Sale. So long as the Purchasers own in excess of 2.5% of the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time in accordance with the terms of the Purchase Agreementtime. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for the account of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registration.

Manner of Sale. So long COMPLIANCE WITH SECURITIES LAWS ----------------------------------------------- AND REGULATIONS. --------------- (A) The Distributor may sell Shares to or through qualified dealers with whom the Distributor has selling agreements or directly to prospective purchasers in such manner, not inconsistent with the provisions hereof and the then effective Registration Statement of the Trust under the Securities Act (and related Prospectus and Statement of Additional Information), as the Purchasers own in excess of 2.5% Distributor may determine from time to time, provided that no dealer or other person shall be appointed or authorized to act as agent of the fully diluted Common Stock (after giving effect to Trust without the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree that, except as provided below or except with the written prior consent of the Company (which consent Trust. The Distributor shall not cause subscriptions for Shares to be unreasonably withheld), the Purchasers shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, only (i) pursuant to one or more firm commitment underwritten public offerings or (ii) in one or more block trades. Notwithstanding anything transmitted to the contrary set forth above, at any time while the Purchasers own an amount of Common Stock in excess of the Threshold Amount, the Purchasers shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, in any other manner, including pursuant to a Shelf Registration Statement, if in the opinion of a nationally recognized investment banker selected by the Company and the Purchasers, distributions of Registrable Securities made in the manner proposed by the Purchasers would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict the Purchasers from transferring any of the Common Stock at any time Trust's custodian in accordance with the terms Share Purchase Application then in force for the purchase of the Shares. All such Share Purchase Agreement. In the event the Purchasers elect, pursuant Applications are subject to Section 2.2, to include Registrable Securities in any registration effected acceptance or rejection by the Company Trust. Shares are to be sold for cash, payable at the time the Share Purchase Application and payment for such Shares are received by the Trust's custodian. The Distributor and the Trust shall cooperate in implementing procedures to insure that the sales charges payable on the purchase of Shares is paid to the Distributor in a timely manner. (B) The Distributor, as agent of and for the account of the Trust, may repurchase Shares at such prices and upon such terms and conditions as shall be specified in the current Prospectus or Statement of Additional Information of the Trust but not at a price lower than the redemption or repurchase price quoted by the Trust. (C) The Trust will furnish to the Distributor from time to time such information with respect to the Fund and its Shares as the Distributor may reasonably request for use in connection with the sale of the Shares. The Distributor agrees that it will not use or distribute or authorize the use, distribution or dissemination by its dealers or others, in connection with the sale of such Shares, any statements, other stockholder triggering than those contained in the Trust's current Prospectus and Statement of Additional Information, except such registrationsupplemental literature or advertising as shall be lawful under federal and state securities laws and regulations, and that it will furnish the Trust with copies of all such material. (D) In selling or reacquiring Shares for the account of the Fund, the Purchasers Distributor will in all respects conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc. relating to such sale or reacquisition, as the case may be, and will indemnify and hold harmless the Trust and each person who has been, is or may hereafter be a director or officer of the Trust from any damage or expense on account of any wrongful act by the Distributor or any employee, representative or agent of the Distributor. The term "expense" includes amounts paid in satisfaction of judgments or in settlement. The Distributor will observe and be bound by all the provisions of the Certificate of Trust and Bylaws of the Trust (and of any fundamental policies adopted by the Fund pursuant to the Act, notice of which shall sell have been given to the Distributor) which at the time in any way require, limit, restrict or prohibit or otherwise effectuate a distribution regulate any action on the part of Registrable Securities pursuant the Distributor. (E) The Distributor will require each dealer to such registration subject conform to the provisions hereof and the Registration Statement (and related Prospectus and Statement of Additional Information) at the time in effect under the Securities Act with respect to the public offering price of the Shares. (F) The Distributor shall not take, nor shall it permit any of its shareholders, officers, directors or employees to take, a long or short position in the Shares, except for the purchase of Shares for investment purposes at the same manner price as that available to the public at the time of sale limitations as are applicable to such other stockholder purchase except that the Trust may sell Shares without a sales charge being imposed in such registrationaccordance with Section 1 hereof.

Manner of Sale. So long as the Purchasers own Stockholder owns in excess of 2.5% of -------------- the fully diluted Common Stock (after giving effect to the exercise of all outstanding options, warrants and other rights to purchase Common Stock whether or not such options, warrants or other rights are then exercisable (the "Threshold Amount")), the Purchasers agree Stockholder agrees that, except as provided below in the following sentence or except with the written consent of the Company (which consent shall not be unreasonably withheld), the Purchasers Stockholder shall sell or otherwise effectuate a distribution of Registrable Securities included in a registration effected pursuant to this Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, 1.1 only (i) pursuant to one or - more firm commitment underwritten public offerings or offerings, (ii) in one or more block -- trades, or (iii) pursuant to a staged sale in which a block of registered --- securities is transferred to an independent trustee who is directed pursuant to irrevocable instructions to sell a specified number of such shares over a specified period of time at a specified rate, notwithstanding the market price level of the Company's securities, provided that the number of such shares sold -------- on any trading day shall not exceed 25,000. Notwithstanding anything to the contrary set forth abovein the preceding sentence, at any time while the Purchasers own Stockholder owns an amount of Common Stock in excess of the Threshold Amount, the Purchasers Stockholder shall have the right to effectuate a distribution of Registrable Securities included in a registration effected pursuant to this Section 2.1 or in a registration effected by the Company for its own account in which the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities, 1.1 in any other manner, including pursuant to a Shelf Registration Statementshelf registration statement, if in the opinion of a nationally recognized investment banker selected by the Company and the PurchasersStockholder, distributions of Registrable Securities made in the manner proposed by the Purchasers Stockholder would not adversely affect the market for the Common Stock. Nothing contained herein shall be deemed to restrict impose any restriction on the Purchasers from transferring transfer of any of the Common Stock at any time in accordance with the terms of the Purchase Agreement. In the event the Purchasers elect, pursuant to Section 2.2, to include Registrable Securities in any registration effected by the Company for Stockholder other than a restriction on the account manner of any other stockholder triggering such registration, the Purchasers shall sell or otherwise effectuate a distribution sale of Registrable Securities included in a registration effected pursuant to such registration subject to the same manner of sale limitations as are applicable to such other stockholder in such registrationthis Section 1.1.