No Sale Period Sample Clauses

No Sale Period. No offering, sale or other disposition of any common stock, equity or long-term debt will be made within one year after the Effective Date of the Prospectus, directly or indirectly, by the Company, otherwise than hereunder or with the Representative's consent.
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No Sale Period. No offering, sale, or other disposition of any common Shares, equity, or long-term debt will be made within one year after the effective date of the Prospectus, directly or indirectly, by the Company, otherwise than hereunder or with the Underwriter's consent (not to be unreasonably withheld).
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No Sale Period. If requested in writing by the underwriters for an underwritten public offering of securities of the Company, the Company and each Securityholder agree not to sell, make any short sale of, grant any option to buy or otherwise transfer any interest in its shares of Common Stock or Common Stock issuable upon the conversion of Preferred Stock or Notes or exercise of Warrants (other than shares of Common Stock being registered in such offering), without the consent of such underwriters, for a period of not more than one hundred eighty (180) days following the consummation of such public offering; provided, however, that all executive officers, directors and holders of at least three percent (3%) of the outstanding equity securities of the Company shall also have agreed not to sell publicly their stock of the Company under the circumstances and pursuant to the terms set forth in this Section 7.9. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of such 180 day period.
Sample 1
No Sale Period. No offering, sale or other disposition of any common stock or other equity security will be made within one year after the completion of the offering, directly or indirectly, by the Company, otherwise than hereunder or with the Underwriter's written consent, which shall not be unreasonably withheld.
Sample 1
No Sale Period. The Purchaser hereby agrees, covenants, represents and warrants to the Issuer that it shall not, nor shall any of its officers, directors, employees, agents, consultants, affiliates, representatives, sell any shares of the Issuer's common stock in the market nor shall any of the foregoing cause, directly or indirectly, any such sales, during the sixty (60) day period of time immediately prior to each of the first and second anniversaries of this Agreement.
Sample 1
No Sale Period. The Company agrees that it will not (whether through the Board, executive management or otherwise), during the period from the date hereof until the fifth anniversary of the date hereof (the "No-Sale Period"), engage in, solicit proposals for or otherwise seek to engage in or make any proposals with respect to any Company Sale Event without the prior written consent of NMR. Notwithstanding the foregoing, the parties agree that the No-Sale Period shall terminate upon the effectiveness of the registration statement relating to a Company-IPO or at such time as NMR and its Affiliates cease to beneficially own at least 5.0% of the issued and outstanding shares of Common Stock on a fully-diluted basis (as defined in Section 4.1(a) below), whichever occurs earlier. Subject to NMR's rights under Section 4.4, none of the Stockholders shall have the right to make any proposal to the Company (or to any of the stockholders, officers or directors of the Company) with respect to any Company Sale Event during the No-Sale Period.
Sample 1
No Sale Period. (a) At any time from and after the termination or expiration of the No-Sale Period, the Company shall have the right to seek to engage in a Company Sale Event, subject to the first refusal rights granted to NMR under provisions of this Section 3.3. (b) If the Company wishes to pursue a Company Sale Event, it shall first submit an Initial Valuation to NMR for its consideration. Such "Initial Valuation" may consist of any valuation of the estimated fair market value of the Company as may be acceptable to the Board, including, without limitation, any valuation prepared by or with the assistance of an investment banking firm retained by the Company at its expense. Within 30 days of its receipt of such Initial Valuation, NMR shall have the right (in the absence of mutual agreement with NMR with respect to valuation) to request that a valuation of the fair market value of the Company be determined by an investment banking firm selected by NMR at its expense. Such valuation shall, to the extent practicable, be prepared within 45 days of the appointment of such firm. If NMR and the Company cannot agree on the fair market value of the Company after preparation of such valuation, either party shall have the right to request that such value be determined by a second investment banking firm selected by the initial investment banking firm and acceptable to both of the parties. The value determined by such second investment banking firm shall be referred to as the "Stipulated Buyout Value," provided that, if the value determined by such second investment banking firm does not fall between the values determined by the Company and the first investment banking firm, then the "Stipulated Buyout Value" shall be the average of the values determined by the Company and NMR's investment banking firm. The Company shall provide such documents, data and assistance as may be reasonably requested by such investment banking firms. The fees and expenses of such second investment banking firm shall be shared equally by the Company and NMR. (c) Upon final determination of the Stipulated Buyout Value (or mutual agreement of the Company and NMR on valuation), the Company shall have the right to propose in writing (the "Notification") that NMR complete an NMR Buyout Event at the Stipulated Buyout Value within 30 days of the date of such Notification (the "Notification Period"). If the Company elects not to submit a Notification as aforesaid (or if the Company abandons the foregoing appraisa...
Sample 1
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No Sale Period. 14 5.16. Appointment of Transfer Agent.............................. 14 5.17. Compliance With Conditions Precedent....................... 14 5.18. Section 462(b) Registration Statement...................... 14 5.19. Registration Under the Exchange Act........................ 14 5.20. Designation of Member of Company's Board of Directors...
Sample 1
No Sale Period. The one year period set forth in the Prior Sale Agreement limiting Seller's right to sell its interest in Macrotron shall have expired or been waived.
Sample 1

Related to No Sale Period

  • Sell-Off Period Notwithstanding expiration or termination of this Agreement, Fig may continue to exercise its rights under the Distribution License for a period of sixty (60) days following expiration or termination, whereupon Fig shall exercise reasonable efforts to terminate any Fig Sales, and to cause any Distributor of Fig to terminate any such sales. Fig shall exercise reasonable efforts to remove or cause any Distributor of Fig to remove from publication or display any advertising relating to the Licensed Game posted by Fig or any such Distributor within the Sell-Off Period.

  • No Sale Except as permitted in the Credit Agreement, the Debtor will not assign, transfer, encumber or otherwise dispose of the Patents or Trademarks, or any interest therein, without the Secured Party’s prior written consent.

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • No Sale or Transfer No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuer.

  • week period If an employee fails to return at the end of the family care or medical leave, the CSU may require repayment of insurance premiums paid during the unpaid portion of the leave. The CSU shall not require repayment of premiums if the employee's failure to return is due to his/her serious health condition or due to circumstances beyond the employee's control.

  • No Public Sale or Distribution Such Buyer (i) is acquiring its Note and Warrants, (ii) upon conversion of its Note will acquire the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency thereof.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • No Short Selling The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • No Directed Selling Efforts or General Solicitation Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

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