SALES RESTRICTION. The offering consists of a public offering of tokens/coins by the DIAM Node GMBH in Switzerland and of private placements to prospective purchasers in certain jurisdictions outside of Switzerland. Prospective purchasers should note that participation in the token sale is subject to limitations imposed by applicable securities laws and other laws in various jurisdictions. The Information may not be used for the purpose of, and may not be construed as, an invitation to any person to subscribe for or purchase any securities or any other financial instrument (if the tokens/coins qualify as such under local applicable laws) or as an invitation or an offer to sell or a solicitation of an offer to subscribe for or purchase any securities or any other financial instrument (if the tokens/coins qualify as such under local applicable laws) in a jurisdiction in which such an invitation, offer or solicitation cannot lawfully be made to him or made without compliance with any registration or other legal requirements. Neither the Information nor any of the tokens/coins, has been or will be registered or filed under the securities laws or regulations of any jurisdiction or approved, recommended or disapproved by any securities or other regulatory authority nor has any such authority confirmed the accuracy or determined the adequacy of the Information. The Information is not for release, publication, circulation and distribution, and the offering of tokens/coins is excluded, directly or indirectly, in or into the United States, Afghanistan, Belarus, Bosnia Herzegovina, Burundi, Central Africa Republic, Comoros, Congo, Congo Democratic Republic, Cuba, Equatorial Guinea, Eritrea, Guinea, Guinea Bissau, Haiti, Iran, Iraq, Libya, Mali, Myanmar, North Korea, Puerto Rico, Philippines, Somalia, Sudan, Sudan Republic of South, Syria, Tunisia, Yemen, Zimbabwe or any jurisdiction into which the same would be unlawful. DIAM Node GMBH may adjust such list by adding or removing countries and jurisdictions in its sole discretion. Furthermore, tokens/coins are not offered in any jurisdiction to minors as defined under Swiss law or persons without the legal age and capacity required under applicable laws to enter into a binding agreement. The tokens/coins are not offered by the DIAM Node GMBH to U.S. Citizens or U.S. Persons (has the meaning in Regulation S of the U.S. Securities Act of 1933). The tokens/coins have not been approved or disapproved by the U.S. Securities and Exchange Commi...
SALES RESTRICTION. This provision supplements Section 2 of the Restricted Stock Unit Agreement: Grantee agrees that, if for any reason the Restricted Stock Units vest and become non-forfeitable and Shares are issued to Grantee within six months of the Grant Date, Grantee will not sell the Shares or offer the Shares for sale in Singapore prior to the six-month anniversary of such Grant Date unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and in accordance with the conditions of any other applicable provision of the SFA.
SALES RESTRICTION. The UCITS is a recognised investment scheme in the United Kingdom ("UK") as of the effective date indicated by the Financial Conduct Authority in the UK ("FCA") within the meaning of Section 264 of the UK Financial Services and Mar- kets Xxx 0000 in its respective valid version ("FSMA"). This Prospectus is being issued in the UK by the Fund. Accord- ingly, the UCITS may be marketed to the general public in the UK. Certain rules made under the FSMA for the protection of private Investors are not applicable to investments in the UCITS. Compensation under the Financial Services Com- pensation Scheme will generally not be available. UCITS units confer rights vis-a-vis the UCITS in accordance with the constituting documents of the UCITS. Amongst other rights, Investors shall have the right to be informed about significant events in the operation of the UCITS and shall have the right to require the Management Company to supply at any time the necessary information regarding the basis upon which the issue and redemption of units are to be calculated. In conjunction with the recognition of the UCITS under Section 264 of the FSMA, the UCITS shall maintain the facilities required of a recognised scheme by the rules contained in the UK FCA's New Collective Investment Schemes Source- book, at the offices of Xxxxxxx Xxxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxx, XX00 0XX, XX. Such facilities enable, inter alia:
a) an Investor to redeem his UCITS units and to obtain the payment of the price upon redemption;
b) information to be obtained in English orally and in writing about the must recently published unit prices;
c) any person who has a complaint to make about the operation of the UCITS to submit this complaint in writing for presentation to the UCITS; and
d) the inspection (free of charge) and the obtaining (free of charge in the case of Figs. 3. and 4. below, and otherwise at no more than a reasonable charge) copies in English of:
1. the founding documents of the UCITS;
2. any documents relating to the amendment of the founding documents of the UCITS;
3. the Complete Prospectus;
4. the Simplified Prospectus and contractual conditions, and 5. the latest annual and interim reports.
SALES RESTRICTION. Prior to the later of (I) the first anniversary of the date of exercise of a Common Share subject to the option (for each such Common Share, an “Exercise Date”) and (II) the fourth anniversary of the Commencement Date, you may not sell, assign, transfer or otherwise dispose of any of the “Net Shares” (as defined below). In addition, prior to the second anniversary of an Exercise Date, you may not sell, assign, transfer or otherwise dispose of fifty (50) percent of the Net Shares. Notwithstanding the foregoing, no sales restrictions will apply following a Change of Control (unless immediately following such Change of Control you serve as Chief Executive Officer of the ultimate parent entity resulting from such Change of Control); (ii) upon termination of employment by reason of death or Disability; or (iii) upon termination of employment without Cause or for Good Reason. You may be required to execute and deliver such other agreements as may be reasonably requested by the Company that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to such Common Shares until the end of such period, or place legends on share certificates issued pursuant to the Plan restricting the transfer of such shares until the end of such period. For purposes of this Section 13, the term “Net Shares” shall mean the net number of Common Shares that you acquire upon exercise of the option after subtracting any such Common Shares sold or withheld by the Company in payment of the exercise price or tax withholding obligations applicable to such exercise.
SALES RESTRICTION. This provision supplements Section 2 of the Restricted Stock Unit Agreement: Xxxxxx acquired pursuant to the Plan are accepted as a personal investment. If, for any reason, the Restricted Stock Units vest and become non-forfeitable and Shares are issued to Grantee within six months of the Grant Date, Grantee agrees that he or she will not offer to the public or otherwise dispose of any Shares prior to the six-month anniversary of such Grant Date.
SALES RESTRICTION. Distributor shall only be permitted to market and sell Products (directly or indirectly) to customers who do not have a valid dental or veterinary license (“Sales Restriction”). Manufacturer may terminate this Agreement with cause upon ** days notice if Distributor violates this Sales Restriction, provided that Distributor fails to cure such breach within such ** day notice period. Notwithstanding the foregoing, Manufacturer may terminate this Agreement with cause ** if Distributor or Distributor’s subdistributor or subdealer violates the Sales Restriction ** times within any ** period. Distributor shall indemnify Manufacturer for ** that they may be required to pay as a result of Distributor’s or any of its subdistributor’s or subdealer’s violation of the Sales Restriction.
SALES RESTRICTION. Distributor agrees not to sell any Products which Distributor cannot service unless Generac has given its prior written consent to such sale, which consent Generac may withhold in its sole discretion.
SALES RESTRICTION. Distributor shall not solicit nor accept orders for the Product from outside the Territory. If Distributor receives an order for Product from a prospective purchaser other than customers whose principal place of business is within the Territory, Distributor shall immediately refer that order to CTS. Distributor shall not accept any such orders. Without limiting the generality of the foregoing, Distributor may not deliver or tender (or cause to be delivered or tendered) Product outside the Territory, nor sell any Product to a purchaser within the Territory if Distributor knows that such purchaser intends to remove such Product from the Territory.
SALES RESTRICTION. In the event that the General Partner issues Common Shares to the holder of Class F (2010) Units in satisfaction of a Redemption Right prior to the ninetieth (90th) day after the Class F (2010) Distribution Start Date, the holder may not sell the Common Shares so issued prior to such ninetieth (90th) day.
SALES RESTRICTION. Each of the Purchasers acknowledges that sales of the Shares are subject to volume restrictions pursuant to Section 7.1.2 of the License Agreement.
