Sales Limitations. The Holder shall not sell such number of ADSs in any calendar month (being the 1st of the month through the last day of the same month) that would result in gross proceeds received by the Holder in excess of the greater of (a) 30% of the dollar trading volume of the Ordinary Shares during such calendar month, of (b) $3,290,000. This limitation shall not apply (i) at any time after the occurrence of an Event of Default, and (ii) with respect to any sales of ADSs at prices greater than or equal to the Fixed Conversion Price. This limitation may be waived with the consent of the Company. (e)
Sales Limitations. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis.
Sales Limitations. (a) Prior to the first anniversary of the Effective Date, none of the Consideration Shares may be offered for sale, sold, assigned or transferred to any Person other than an Affiliate of the Stockholder. From, and including, the first anniversary of the Effective Date, to, but excluding, the second anniversary of the Effective Date, no more than 470,000 of the Consideration Shares (as adjusted for stock splits, stock dividends and similar events) in the aggregate, may be offered for sale, sold, assigned or transferred to any Person other than an Affiliate of the Stockholder. The transfer restrictions in Section 3.1 shall terminate upon the consummation of a Change in Control.
(b) The Holders, in the aggregate, may not sell, during any calendar quarter an amount of Consideration Shares and Warrant Shares, including any shares of Common Stock or other securities of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Consideration Shares (collectively, the "SECURITIES"), in the aggregate, in excess of two percent (2%) of the Outstanding Company Common Stock. However, the aforesaid sales limitation and all other sales limitations set forth in Section 3.1 shall not apply to a sale of Securities by the Holders (i) in a transaction in which a majority of the Common Stock held by stockholders other than the Stockholder or a majority of Common Stock held by Affiliates of the Company is being sold, (ii) in an underwritten public offering in accordance with Section 2.2 above, (iii) in a tender offer, merger, consolidation, reorganization, or other business combination of the Company or (iv) to an Affiliate of the Stockholder; provided, however, that in the case of clause (iv) the terms, conditions, and limitations on the sale of Securities set forth in this Agreement shall continue to apply to such transferred Securities.
(c) Any sale of Securities by a Holder must be executed through a stock brokerage firm.
(d) Any sale of Securities by a Holder must be executed during the regular trading hours of the Nasdaq National Market ("Nasdaq"), or such other principal exchange or market on which the Common Stock is trading, and must not be (i) in a transaction which would be reported on Nasdaq, or such other exchange or market, as the opening transaction for the applicable day or (ii) executed during the las...
Sales Limitations. The Company is in compliance with Commission rules that prohibit the Company from selling securities in a public primary offering with a value exceeding more than one-third of its public float in any 12-month period so long as its public float remains below $75.0 million Any certificate signed by any officer of the Company delivered to the Manager or to counsel for the Manager shall be deemed a representation and warranty by the Company to the Manager as to the matters covered thereby on the date of such certificate. The Company acknowledges that the Manager and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Manager, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Sales Limitations. A. Kenwood and Dealer agree that Dealer shall not sell or offer the Products for sale from any locations other than those which Kenwood has authorized in advance in writing. Dealer's presently authorized location(s) are listed on the Applicable Product Addenda.
Sales Limitations. Distributor agrees as follows:
a) Distributor shall not sell, offer for sale, or ship Products except to Mitek approved Dealers in the geographic area (Territory”) as described in Exhibit A, which may be amended by Mitek annually and/or periodically.
b) Distributor shall not sell Products to any Dealer that sells Products on the internet without prior written approval from Mitek. Dealers are allowed to advertise or display Products on their website, using at least MAP pricing, but Products may not be able to be purchased from any website operated by, linked to, or referred by the Dealer.
c) Distributor may utilize their own website to sell Products to Mitek approved Dealers ONLY. Any Product sales directed toward or completed to consumers or non-approved Dealers will constitute a breach of this Agreement.
d) A violation of any provision of this paragraph shall give Mitek the right to immediately terminate this Agreement "for cause". Upon termination, all invoices due Mitek Corporation shall become immediately due and payable.
e) Mitek is not obligated to provide warranty for any product found to be sold through the Distributor or a Dealer on the Internet, without prior written approval from Mitek.
Sales Limitations. Seller reserves the right to prohibit sales to resellers or for any other reason and to limit the quantity of Products sold to Customer.
Sales Limitations. The Investor agrees during the Effectiveness Period (as such term is defined in the Registration Rights Agreement) to limit the number of shares of Common Stock sold by such Investor in the public market in any trading day to the Sale Limitation Amount.
Sales Limitations. ADM will not be required to purchase Products from WIE, if ADM does not believe in good faith that it is in the best interests of the parties, based on market conditions, unavailability of customers, or other factors. This means that ADM will have the discretion to both build and decrease stored inventories of the Products produced under this Agreement, during the entire term of this Agreement. ADM agrees to attempt to do so efficiently, effectively, and in a manner that is in the best interests of the parties.
Sales Limitations. Notwithstanding anything in this Agreement to the contrary, the Shareholder agree that the Shareholders collectively shall not effect the sale or distribution of greater than 33.33% of the Registrable Securities registered pursuant to this Agreement during any ninety (90) day period beginning on the Lockup Date; provided, however, that if the Shareholders collectively effect the sale or distribution of less than such percentage in any such 90-day period, then the Shareholders may collectively sell up to an additional amount of Registrable Securities equal to the amount by which the percentage sold in such earlier 90-day period was less than such percentage, such that the Shareholders will be permitted to sell 100% of such securities (to the extent registered) within 270 days from the Lockup Date. By way of example, if the Shareholders collectively sell an aggregate of 20% of such securities during the initial 90-day period, they shall be permitted to collectively sell an aggregate of 46.66% (33.33% + 13.33%) of such securities during the following 90-day period. The Shareholders understand and agree that the Registrable Securities will contain a legend reflecting such restrictions.
