Marketing Restrictions. 9.1 If:
(a) a registration is to be made pursuant to a registration notice under Section 2, and (b) the offering proposed to be made is to be an underwritten public offering, and (c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders to participate in such offering shall be in the following order of priority: First: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common which each such Holder shall have requested to be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such offering pro rata among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Investors shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares proposed to be registered by them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter.
9.2 If:
(a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and
(b) the offering proposed to be made is to be an underwritten public offering, and
(c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of sha...
Marketing Restrictions. (a) If (i) any holder(s) of Registrable Securities wish(es) to register any Registrable Securities in a registration made pursuant to Section 2.1 hereof, (ii) the offering proposed to be made by such holder or holders is to be an underwritten public offering, (iii) the Company or one or more holders of securities other than Registrable Securities to whom the Company has granted registration rights wish to register securities in such registration and (iv) the managing underwriters of such public offering furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (as specified in such opinion) which can be marketed in such offering at a price which such holders of Registrable Securities are prepared to sell and without materially and adversely affecting such offering; then the rights of holders of Registrable Securities, the Company and the holders of other securities with registration rights to participate in such offering shall be in the following order of priority: FIRST: The holders of Registrable Securities (as defined herein) and holders of Registrable Securities (as defined in the Prior Registration Rights Agreements) having the right to include such securities in such registration shall be entitled to participate in proportion to the number of Registrable Securities (as defined herein and in the Prior Registration Rights Agreements) requested to be registered by each such holder; and then
Marketing Restrictions. Business associate shall ensure that any Marketing communications it makes on behalf of Covered Entity are in compliance with the rules governing marketing set forth in 45 C.F.R. 164.508(a)(3), including but not limited to the requirements that Business Associate must obtain an authorization from an Individual prior to making any marketing communication to such Individual.
Marketing Restrictions. If during the Term Oculus and its Affiliates own greater than 19.9% of the issued and outstanding Common Stock, Oculus and its Affiliates shall not, and shall not engage an investment banker, investor relations firm or firms performing similar functions to, directly or indirectly, market or Transfer the Ruthigen Shares outside of an Oculus Transfer Period (as defined below) or the Registration Transfer Period (as defined below), without the prior written consent of Ruthigen’s board of directors (the “Consent”). However, for purposes of clarity, it is understood that Oculus may engage investment bankers, investor relations firms or firms performing similar functions for its own marketing, fundraising or similar purposes (other than those involving the Ruthigen Shares) and Oculus’ communications with such firms, or the third parties with whom Oculus or such firms are communicating, may include information regarding Ruthigen, including information for due diligence purposes and communications with auditors, subject to customary confidentiality agreements, and furthermore, Oculus may disclose information regarding Ruthigen as required by law. Outside of an Oculus Transfer Period or the Registration Period, in the event that anyone approaches or inquires of Oculus or its Affiliates regarding the Transfer or potential Transfer of the Ruthigen Shares, Oculus shall direct such inquiries to Ruthigen.
Marketing Restrictions. (a) For a period of [*] after expiration or termination of the Agreement, Itau agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers or the AOLB Members in any online or offline marketing or promotional activities with respect to products and services of Access Providers, AOLB Designated Entities as of termination or expiration or ISP Products, (ii) not to disparage AOLA or AOLB or otherwise make statements directly comparing Itau's new access program to the AOLB Service or Co-Branded Service; and (iii) not to use the AOLB Network to distribute, market or promote any ISP Products except as provided below nor the AOLB Designated Entities listed as of such expiration or termination date, nor to authorize or permit any third party to use the AOLB Network to distribute, market or promote any ISP Products specifically targeted to the AOLB/Itau Subscribers or AOLB Members except with the express written permission of AOLB. The following activities by Itau shall not be considered violations of this Section: (a) continuing to use an XXX.xxx domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an XXX.xxx domain name, provided that such e-mails comply with (i) and (ii) above; (c) sending e-mails to former AOLB/Itau Subscribers informing such individuals of an ISP Product of which the Parties did not agree to create a Co-Branded version of such ISP Product pursuant to this Agreement, and (d) including promotions for ISP Products and AOLB Designated Entities on pages of the Itau Interactive Sites other than those subject to restrictions pursuant to Section 11.9.2.
(b) For a period of [*] after expiration or termination of the Agreement, AOLB agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers in any online or offline marketing or promotional activities with respect to (A) Financial Services offered by third-parties or (B) Financial Institutions, and (ii) not to disparage Itau or otherwise make statements directly comparing Itau's Financial Services with the Financial Services of any new Financial Institution partners.
Marketing Restrictions. (A) If
(1) any Holder is entitled and wishes to register any Molex Stock in a registration made pursuant to Section 2 hereof, and
(2) the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an underwritten public offering, and
(3) the Company or one or more holders of Securities other than Molex Stock wishes to register Securities in such registration, and
(4) the managing underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum amount of Securities (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such Securities and without otherwise materially and adversely affecting such offering, then the relative rights to participate in such offering of the Holders, the holders of other Securities having the right to include such Securities in such registration, and the Company shall be in the following order of priority:
Marketing Restrictions. PSW shall not directly or indirectly market or license the Object 21 Business Library to any Customer engaged in whole or in part in the Computer Business unless prior written authorization is received from CCSI.
Marketing Restrictions. (a) Business Associate shall not consider communications by Business Associate that meet the definition of marketing set forth in 45 C.F.R. § 164.501 to be part of the term health care operations as set forth in 45 C.F.R. § 164.501 (unless the communication is made as described in subparagraph (i), (ii) or (iii) of paragraph (1) in the definition of marketing set forth in 45 C.F.R. § 164.501).
(b) Business Associate shall not consider communications by Business Associate that fall within the exceptions to the term marketing as set forth in 45 C.F.R. § 164.501(1)(i), (ii), or (iii) to be part of the term health care operations as set forth in 45 C.F.R. § 164.501 if Business Associate receives or has received direct or indirect remuneration in exchange for making such communications, unless: (1) the communications describe only a drug or biological that is currently being prescribed for the recipient of the communication, and the payment received in exchange for making the communication is reasonable in amount, as defined by the Secretary in regulation; or (2) the communication by Business Associate is consistent with this Agreement and any agreement for services between the Parties.
Marketing Restrictions. Alcon hereby covenants that it will not, without the prior written authorization of Pharmacyclics, solicit the sale of Licensed Products, or advertise, market or promote Licensed Products outside of the Field.
Marketing Restrictions. 1. As of the Effective Date of this Agreement, Xxxxxxxx agrees that:
A. With the exception of the Basma, Samsun and Rare cigarette brand styles, it will not manufacture, market, distribute or sell the Investigated Cigarette Brand Styles specifically intended by Xxxxxxxx for distribution or sale in the United States.4
B. In the event that Xxxxxxxx manufactures, markets, distributes, or sells Flavored Cigarettes specifically intended by Xxxxxxxx for distribution or sale in the United States, Xxxxxxxx agrees that with respect to its marketing of such Flavored Cigarettes:
(1) It will not use in the name of a brand style, (i) a Fruit or Candy, or (ii) the words “fruit,” “candy,” “sweet,” “sugar,” “citrus,” “tart,” “tangy,” or “cream,” or any extensions or variations of such words (e.g., “fruity,” “sweetened,” “creamy”). 4Reynolds is not required to recall any of the Investigated Cigarette Brand Styles that it already had sold or distributed before the Effective Date of this Agreement or any point of sale marketing materials concerning the Investigated Cigarette Brand Styles.
(2) It will not use on the packaging visible to consumers before purchase,5 in print advertising,6 in point of sale advertising not located in an Adult-Only Facility, in direct mail or email promotions to individuals Xxxxxxxx has not reasonably determined to be an Adult, or in web-based advertising (excluding web-based advertising which is accessible to individuals Xxxxxxxx has reasonably determined to be an Adult),7 (i) a Fruit or a Candy, (ii) the words “fruit,” “candy,” “sweet,” “sugar,” “citrus,” “tart,” “tangy,” or “cream,” or any extensions or variations of these words, or (iii) images of a Fruit, a Candy, or other sweet desserts.
(3) It will not use in the name of a brand style, (i) the generic name of a type of alcoholic beverage (e.g., scotch, gin, vodka), (ii) the brand name of a type of alcoholic beverage,8 (iii) the words “Kolada,” “cocktail,” “chaser,” “shot,” “shooter,” or “spiked,” or (iv) any of the alcoholic 5As used in this Agreement, “packaging visible to consumers before purchase” includes packaging that is visible after exterior packaging, such as a carton, box, wrapper or opaque cellophane, has been removed. 6As used in this Agreement, “print advertising” does not include advertising in an Adult- Only Facility or other advertising or marketing used in an interaction with an individual Xxxxxxxx has reasonably determined to be an Adult. 7The fact that this Agreement pros...
