Prohibition on Sale Sample Clauses

Prohibition on Sale. Business Associate shall not engage in the sale of Protected Health Information disclosed to Business Associate as a part of this Agreement.
Sample 1
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Prohibition on Sale. If the Selling Shareholder is unable to cause the Buyer to buy all of the Put Shares at the Piggyback Price and otherwise in accordance with this Article 9A, and to complete that purchase in accordance with Section 9A.9, then the Selling Shareholder is not entitled to sell or otherwise transfer any of the Transfer Shares to any third party.
Sample 1
Prohibition on Sale. Neither SFPMC nor Hospah shall sell, lease or --------------------- otherwise transfer unto any third party any right, title or interest whatsoever in or to Overburden that, prior or subsequent to the Closing Date, is extracted from or stockpiled, upon either the Hospah Owned Property or the SFPMC Leased Property, or, subject to the BLM's rights to sell or otherwise dispose of such materials, if any, allow the removal or use of Overburden by third parties.
Sample 1
Prohibition on Sale. Notwithstanding anything in this Agreement to the contrary, Seller agrees that it will not transfer, assign, pledge, hypothecate, or in any way alienate any of its shares of capital stock of the Company, or any interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except in accordance with the provisions of this Section or Section 9.3, or except pursuant to that certain Assignment and Security Agreement by and between Prime or one of its affiliates and Seller, dated as of the date of this Agreement (the "Security Agreement"). Any purported transfer in violation of this Section or Section 9.3 shall be void and ineffectual, and shall not operate to transfer any interest or title to the purported transferee. Seller agrees that the Company may, and the Company agrees to, issue stop-transfer orders, or take any other necessary action, to ensure that the foregoing provisions of this Section and Section 9.3 are given full effect.
Sample 1
Prohibition on Sale. Participant shall not sell or otherwise dispose of any Optioned Shares during the sixty (60) days prior to the date that the Company anticipates will be, and during the one hundred eighty (180) days after the date that is, the effective date of a registration statement filed under the Securities Act of 1933 relating to the Common Stock or securities convertible into Common Stock, other than registration statements that relate to purchases or sales of the Optioned Shares.
Sample 1
Prohibition on Sale. Subject to Section 5.9 of this Agreement, for a period starting from the execution of this Agreement and ending on the consummation of the Qualified IPO (the “Restricted Period”), the Ordinary Holders shall not transfer, sell or pledge any Equity Securities (as defined below) directly or indirectly held by them without the prior written consent of the Investors holding majority of the Preferred Shares. Notwithstanding any provisions to the contrary hereby, for the avoidance of doubt, to the full extent permitted by law, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and Series D Preferred Shares shall not be subject to any lock-up, right of first refusal, co-sale right, or other contractual conditions or restrictions on transfers except as required by law.
Sample 1
Prohibition on Sale. The Company shall use its reasonable best efforts to cause each of Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxxx X. Xxxxx, Xxxxxx Link, Xxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, M.D., Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxx, The Xxxxxxxxx Xxxxxxx X. Perle and Xxxxxx X. Xxxxxxx to execute and deliver to the Company within five business days after the date hereof an lock-up agreement in form and substance substantially as set forth on Exhibit C hereto. The Company shall not terminate, amend, modify or waive any provision of such agreement without the consent of the Investors.
Sample 1
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Related to Prohibition on Sale

  • Prohibition on Resale Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

  • Prohibition on Assignment This Contract and all duties and obligations of Consultant set forth in this Contract shall not be assignable except by prior written consent of City, and such prohibition shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of Consultant.

  • Prohibition on Non-Compete Restrictions Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas.

  • Limitation on Liens For so long as any of the Securities or the Guarantees are outstanding, the Parent Guarantor shall not, and shall not permit any Subsidiary to, create, assume, incur, issue or otherwise have outstanding any Lien upon, or with respect to, any of the present or future business, property, undertaking, assets or revenues (including, without limitation, any Equity Interests and uncalled capital), whether now owned or hereafter acquired (together, “assets”) of the Parent Guarantor or such Subsidiary, to secure any Indebtedness, unless the Securities and Guarantees are secured by such Lien equally and ratably with (or prior to) such Indebtedness, except for the following, to which this covenant shall not apply: (1) Liens on assets securing Indebtedness of the Parent Guarantor or such Subsidiary outstanding on the Issue Date; (2) Liens on assets securing Indebtedness owing to the Parent Guarantor or any Subsidiary (other than a Project Subsidiary); (3) Liens existing on any asset prior to the acquisition of such asset by the Parent Guarantor or any Subsidiary after the Issue Date, provided that (i) such Lien has not been created in anticipation of such asset being so acquired, (ii) such Lien shall not apply to any other asset of the Parent Guarantor or any Subsidiary, other than to proceeds and products of, and, in the case of any assets other than Equity Interests, after-acquired property that is affixed or incorporated into, the assets covered by such Lien on the date of such acquisition of such assets, (iii) such Lien shall secure only the Indebtedness secured by such Lien on the date of such acquisition of such asset and (iv) such Lien shall be discharged within one year of the date of acquisition of such asset or such later date as may be the date of the maturity of the Indebtedness that such Lien secures if such Indebtedness is fixed interest rate indebtedness that provides a commercial financial advantage to the Parent Guarantor and the Subsidiaries; (4) Liens on any assets of a Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Issue Date that existed prior to the time such Person becomes a Subsidiary (or is so merged or consolidated), provided that (i) such Lien has not been created in anticipation of such Person becoming a Subsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other asset of the Parent Guarantor or any Subsidiary, other than to proceeds and products of, and, in the case of any assets other than Equity Interests, after-acquired property that is affixed or incorporated into, the assets covered by such Lien on the date such Person becomes a Subsidiary (or is so merged or consolidated), (iii) such Lien shall secure only the Indebtedness secured by such Lien on the date such Person becomes a Subsidiary (or is so merged or consolidated) and (iv) such Lien shall be discharged within one year of the date such Person becomes a Subsidiary (or is so merged or consolidated) or such later date as may be the date of the maturity of the Indebtedness that such Lien secures if such Indebtedness is fixed interest rate indebtedness that provides a commercial financial advantage to the Parent Guarantor and the Subsidiaries; (5) Liens created to secure Indebtedness, directly or indirectly, incurred for the purpose of purchasing Equity Interests or other assets (other than real or personal property of the type contemplated by clause (6) below), provided that (i) such Lien shall secure only such Indebtedness incurred for the purpose of purchasing such assets, (ii) such Lien shall apply only to the assets so purchased (and to proceeds and products of, and, in the case of any assets other than Equity Interests, any subsequently after-acquired property that is affixed or incorporated into, the assets so purchased) and (iii) such Lien shall be discharged within two years of such Lien being granted; (6) Liens created to secure Indebtedness incurred for the purpose of acquiring or developing any real or personal property or for some other purpose in connection with the acquisition or development of such property, provided that (i) such Lien shall secure only such Indebtedness, (ii) such Lien shall not apply to any other assets of the Parent Guarantor or any Subsidiary, other than to proceeds and products of, and after-acquired property that is affixed or incorporated into, the property so acquired or developed and (iii) the rights of the holder of the Indebtedness secured by such Lien shall be limited to the property that is subject to such Lien, it being the intention that the holder of such Lien shall not have any recourse to the Parent Guarantor or any Subsidiaries personally or to any other property of the Parent Guarantor or any Subsidiary; (7) Liens for any borrowings from any financial institution for the purpose of financing any import or export contract in respect of which any part of the price receivable is guaranteed or insured by such financial institution carrying on an export credit guarantee or insurance business, provided that (i) such Lien applies only to the assets that are the subject of such import or export contract and (ii) the amount of Indebtedness secured thereby does not exceed the amount so guaranteed or insured; (8) Liens for Indebtedness from an international or governmental development agency or authority to finance the development of a specific project, provided that (i) such Lien is required by applicable law or practice and (ii) the Lien is created only over assets used in or derived from the development of such project; (9) any Lien created in favor of co-venturers of the Parent Guarantor or any Subsidiary pursuant to any agreement relating to an unincorporated joint venture, provided that (i) such Lien applies only to the Equity Interests in, or the assets of, such unincorporated joint venture and (ii) such Lien secures solely the payment of obligations arising under such agreement; (10) Liens over goods and products, or documents of title to goods and products, arising in the ordinary course of business in connection with letters of credit and similar transactions, provided that such Liens secure only the acquisition cost or selling price (and amounts incidental thereto) of such goods and products required to be paid within 180 days; (11) Liens arising by operation of law in the ordinary course of business of the Parent Guarantor or any Subsidiary; (12) Liens created by the Parent Guarantor or any Subsidiary over a Project Asset of the Parent Guarantor or such Subsidiary, provided that such Lien secures only (i) in the case of a Lien over assets referred to in clause (a) of the definition of Project Assets, Limited Recourse Indebtedness incurred by the Parent Guarantor or such Subsidiary or (ii) in the case of a Lien over Equity Interests referred to in clause (b) of the definition of Project Assets, Limited Recourse Indebtedness incurred by the direct Subsidiary of the Parent Guarantor or such Subsidiary; (13) Liens arising under any netting or set-off arrangement entered into by the Parent Guarantor or any Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Parent Guarantor or any Subsidiary; (14) Liens incurred in connection with any extension, renewal, replacement or refunding (together, a “refinancing”) of any Lien permitted in clauses (1) through (13) above and any successive refinancings thereof permitted by this clause (12) (each, an “Existing Security”), provided that (i) such Liens do not extend to any asset that was not expressed to be subject to the Existing Security, (ii) the principal amount of Indebtedness secured by such Liens does not exceed the principal amount of Indebtedness that was outstanding and secured by the Existing Security at the time of such refinancing and (iii) any refinancing of an Existing Security incurred in accordance with clauses (3) through (5) above (and any subsequent refinancings thereof permitted by this clause (12)) will not affect the obligation to discharge such Liens within the time frames that applied to such Existing Security at the time it was first incurred (as specified in the applicable clause); (15) any Lien arising as a result of a Change in Lease Accounting Standard; and (16) other Liens by the Parent Guarantor or any Subsidiary securing Indebtedness, provided that, immediately after giving effect to the incurrence or assumption of any such Lien or the incurrence of any Indebtedness secured thereby, the aggregate principal amount of all outstanding Indebtedness of the Parent Guarantor and any Subsidiary secured by any Liens pursuant to this clause (13) shall not exceed 10% of Total Tangible Assets at such time.

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