Sales Limitation Sample Clauses

Sales Limitation. Lender agrees and covenants that so long as no Event of Default has occurred, it will not sell Conversion Shares or the Redemption Conversion Shares on the open market in any given calendar week (being from Sunday to Saturday of that week) that the aggregate amount of such Conversion Shares and the Redemption Conversion Shares exceed fifteen percent (15%) of the weekly trading volume for the Ordinary Shares during any such week. For illustration purposes only, if the Ordinary Shares had a weekly trading volume of 10,000,000 Ordinary Shares in a given calendar week, Lender could only sell 1,500,000 Ordinary Shares during such calendar week. Borrower’s sole and exclusive remedy in the event of the breach by Lender of the foregoing volume limitation shall be to be reduce the Outstanding Balance by twice the amount Lender sold that exceeded the volume limitation.
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Sales Limitation. During the three-year period commencing on the Effective Date, in no event may more than the "Maximum Quarterly Sale Amount" (as defined below) of the Company Common Stock included in the Investor Securities be sold by all Holders to any person or entity. However, the aforesaid sales limitation shall not apply to a sale of the Company Common Stock (i) in a transaction which a majority of the Company Common Stock (other than the Company Common Stock held by all Holders) held by other stockholders or a majority of Company Common Stock held by affiliates of the Company (as defined in Rule 144 of the Securities Act) is being sold, (ii) in a piggy-back offering by the Company of its own Company Common Stock in accordance with Section 2.4, above, (iii) in a tender offer, merger, consolidation, reorganization, or other business combination of the Company or (iv) to a company controlled by, under common control with, or which controls, the Investor, provided in such case that the terms, conditions, and limitations on sale of Company Common Stock set forth in this Agreement continue to apply to such transferred Company Common Stock. As used herein the term "Maximum Quarterly Sale Amount" for any calendar quarter is equal to that number of shares of the Company Common Stock having Voting Power equal to the greater of (X) seven-tenths of one percent (0.7%) of the total number of the then outstanding shares of the Company Common Stock (the "Then Outstanding Shares"), or (Y) two and one-tenth percent (2.1%) of the Then Outstanding Shares minus the number of shares of the Company Common Stock sold by all Holders pursuant to this provision in the two calendar quarters preceding the quarter in which the sale occurs; provided that the Investor shall be deemed for the purpose of this calculation to have sold that number of shares of Company Common Stock equal to seven-tenths of one percent (0.7%) of the Then Outstanding Shares in each of the two calendar quarters prior to the date of this Warrant. Any sale of Company Common Stock by the Investor during the three-year period commencing on the Effective Date shall be executed through Dxxxxxxxx, Lxxxxx & Jxxxxxxx Securities Corporation, if it provides competitive market terms for such transaction.
Sample 1
Sales Limitation. Xxxxxx agrees that so long as no Event of Default has occurred, Lender will limit its sales of Conversion Shares received pursuant to the exercise of Conversion Rights in any given week to fifteen percent (15%) of the weekly trading volume of the Common Stock on Borrower’s principal trading market for such week, unless Borrower otherwise provides prior written consent to Lender for additional sales. Borrower’s sole and exclusive remedy in the event of a breach by Lender of the foregoing sales limitation shall be to reduce the Outstanding Balance by an amount equal to the number of shares of Common Stock sold by Lender in excess of the sales limitation multiplied by the volume weighted average price (as reported by Bloomberg, L.P.) of the Common Stock for the applicable week.
Sample 1
Sales Limitation. The Purchaser will not engage in short sales of the Company's Common Stock at any time, nor has it engaged in short sales of the Company's Common Stock prior to the execution of this Agreement. The Purchaser will not cause, advise, ask or assist others in shorting the Company's Common Stock. Additionally, upon conversion of the Note, the Purchaser will use its best efforts to facilitate the sale of the Note Shares in the market in a commercially reasonable manner.
Sample 1
Sales Limitation. During the three (3) year period commencing on the Effective Date, in no event may more than the "Maximum Quarterly Sale Amount" (as defined below) of the Company Common Stock included in the Investor Securities be sold by all Holders to any person or entity. However, the aforesaid sales limitation shall not apply to a sale of the Company Common Stock (i) in a transaction which a majority of the Company Common Stock (other than the Company Common Stock held by all Holders) held by other stockholders or a majority of Company Common Stock held by affiliates of the Company (as defined in Rule 144 of the Securities Act) is being sold, (ii) in a piggy-back offering by the Company of its own Company Common Stock in accordance with Section 2.4 above, (iii) in a tender offer, merger, consolidation, reorganization, or other business combination of the Company or (iv) to a
Sample 1
Sales Limitation. Notwithstanding anything to the contrary herein, the Buyer agrees that it shall not sell any Conversion Shares on any trading day if such sales (taken together with any sales of Success Fee Shares and/or Additional Shares on such trading day) would exceed 20% of the average daily trading volume for the trailing 30 day period; provided, however, this limitation shall not apply to sales made pursuant to Section 4(i).
Sample 1
Sales Limitation. So long as Investor holds any of the Preferred Shares or any Conversion Shares, Investor will limit its aggregate sales of Conversion Shares on the open market in any given calendar week to no more than 10% of the weekly trading volume of the ADSs on all trading markets for such week. In the event Investor breaches the foregoing covenant, Company’s sole and exclusive remedy will be to receive a cash payment from Investor in an amount equal to fifty percent (50%) of the net proceeds Investor received from excess sales in such week.
Sample 1
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Sales Limitation. Each Holder agrees during the Effectiveness Period to limit the number of Registrable Securities sold by such Holder in the public market in any trading day to the Sale Limitation Amount.
Sample 1

Related to Sales Limitation

  • Loss Limitation Losses allocated pursuant to Section 3.2 of this Agreement shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 of this Agreement, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis and Losses not allocable to any Unit Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holder’s Capital Accounts so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

  • Xxxxxx Limitation The Service reserves the right to refuse to pay any Xxxxxx to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Xxxxxx designated by you. as set forth in Section 13 of the General Terms (Prohibited Payments) or an Exception Payment under this Agreement.

  • Review Process Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger Event has occurred or whether the required percentage of Noteholders has voted to direct an Asset Representations Review under the Indenture, (ii) to determine which Receivables are subject to an Asset Representations Review, (iii) to obtain or confirm the validity of the Review Materials, (iv) to obtain missing or insufficient Review Materials except as specifically described herein, (v) to take any action or cause any other party to take any action under any of the Transaction Documents to enforce any remedies for breaches of representations or warranties about the Eligible Representations, (vi) to determine the reason for the delinquency of any Review Receivable, the creditworthiness of any Obligor, the overall quality of any Review Receivable or the compliance by the Servicer with its covenants with respect to the servicing of such Review Receivable, or (vii) to establish cause, materiality or recourse for any failed Test as described in Section 3.03.

  • No Proceedings; Limitation on Payments (a) Each of the Seller, WESCO, the Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any Insolvency Proceeding, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. (b) Each of WESCO, the Servicer, the Purchaser Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Seller any Insolvency Proceeding until one year and one day after the Final Payout Date; provided, that the Administrator may take any such action in its sole discretion following the occurrence of a Termination Event. (c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Purchaser shall not, and shall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay such Conduit Purchaser’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Notes are paid in full. Any amount which any Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above. The provision of this Section 6.5 shall survive any termination of this Agreement.

  • DISCLAIMERS; EXCLUSIONS; LIMITATIONS Subject to §4, neither party makes any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to its performance or anything else provided under this Agreement. Neither party will be liable for any special, incidental, punitive, or consequential damages of any kind for any reason whatsoever relating to this Agreement, even if such damages were reasonably foreseeable.

  • Venue Limitation for TIPS Sales Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.

  • Par Value Limitations Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares or other such shares at such adjusted Purchase Price.

  • Annual maximums State Dental Plan coverage is subject to a one thousand dollar ($1,000) annual maximum benefit payable (excluding orthodontia) per person. "Annual" means per insurance year.

  • Holds, Limitations, and Reserves What are holds, limitations and reserves? Holds Holds related to your instructions Account Limitations

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

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