Sales Restrictions Sample Clauses

Sales Restrictions. The Agent represents and agrees that it will comply with the restrictions on offers and sales of the Shares set forth in Schedule “A” hereto, as well as the other provisions thereof, all of which are hereby incorporated by reference herein and form a part hereof.

Sales Restrictions. 10.1 The Underwriters shall offer the Offered Units for sale to the public, directly and through other duly qualified investment dealers and brokers (the Underwriters, their respective Affiliates, together with such other investment dealers and brokers, are referred to herein as the “Selling Firms”), only as permitted by Securities Laws and upon the terms and conditions set forth in the Prospectuses and in this Agreement, at an offering price not exceeding the offering price set forth on the cover page of the Prospectus. The Underwriters and the Selling Firms shall be entitled to offer the Offered Units outside of Canada, including offers to “qualified institutional buyers” in the United States as defined under Securities and Exchange Commission (United States) Rule 144A, if such offer is made in compliance with all applicable laws, including the requirements set forth in Schedule “A”, and provided that the Underwriters and the Selling Firms will not solicit offers to purchase or sell the Offered Units so as to require registration of the Offered Units or filing of a prospectus with respect to the Offered Units under the laws of any jurisdiction other than the Qualifying Provinces. For the purposes of this paragraph 10.1, the Underwriters shall be entitled to assume that the Offered Units are qualified or registered for Distribution by duly qualified investment dealers and brokers under the Securities Laws of those Qualifying Provinces where an MRRS Decision Document, receipt or similar document for the Preliminary Prospectus and the Prospectus shall have been obtained from the applicable Regulatory Authority following the filing of the Preliminary Prospectus and the Prospectus or any Supplementary Material. 10.2 Notwithstanding the foregoing provisions of this section 10, no Underwriter shall be liable to the Trust or StarPoint Energy under this section 10 as a result of the violation by another Underwriter or Selling Firm under this section 10 if the Underwriter first mentioned is not itself also in violation.

Sales Restrictions a) The Notes and Warrants to be issued pursuant to this Agreement have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account of, any U.S. person except in transactions exempt from the registration requirements of the Securities Act. b) As to the Company, the Notes and Warrants are intended to be obligations that are not required to be in registered form for purposes of United States federal tax laws and the principal (to the extent characterized as original issue discount) and interest payable on the Notes are intended to be "portfolio interest" under Sections 871(h) and 881(c) of the United States Internal Revenue Code of 1986 as amended (the "Code"). Accordingly, the Notes and the Warrants may not, as part of any part of the initial distribution, be offered for sale or resale, sold or delivered, directly or indirectly, to a person in the United States or to a United States person. Banca del Gottardo (i) agrees and represents that no Notes or Warrants will be offered, sold or delivered to or on behalf of a person within the United States or a United States person, (ii) represents and agrees that (a) it will not offer or sell, and, during the period beginning on the earlier of the first date that the Notes and Warrants are offered or the date on which the Notes are issued and ending on the date forty (40) days after the later of the date upon which the Notes and Warrants were first offered or the date of closing of this offering (the "Restricted Period"), it will not offer or sell, Notes or Warrants to a person who is within the United States or to a United States person, (b) it has not delivered and will not deliver within the United States definitive Notes or coupons or definitive Warrants that are sold during the Restricted Period, (c) it has and throughout the Restricted Period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes or Warrants are aware that such Notes or Warrants may not be offered or sold during the Restricted Period to a person who is within the United States or to a United States person and (d) it has not entered and will not enter into any contractual arrangement with respect to the distribution and delivery of the Notes and the Warrants, except with its affiliates or with the prior written cons...

Sales Restrictions. The sale of shares underlying French Qualified RSUs may occur as soon as the shares are delivered to the Participant, provided the following: a. Any shares related to a French Qualified RSU which have been delivered prior to the second anniversary of the Grant Date shall be subject to a holding period until the second year anniversary of the Grant Date (the “Holding Period”) unless otherwise provided in the Agreement. b. In no event may the sale of shares underlying French Qualified RSU occur during the closed periods as provided in Section 7. “Closed Periods” of this Appendix.

Sales Restrictions. The UCITS units are not licensed for distribution in all countries of the world. Sub-fund units may in particular not be offered, sold or delivered within the USA. The units have not been and are not registered in accordance with the United States Securities Act of the year 1933 in its valid version ("the Act of 1933") or in accordance with the securities laws of a federal state or a territorial corporation of the United States of America or of its territories, possessions or other districts subject to its legal sovereignty, including the Commonwealth of Puerto Rico ("the United States"). The units may not be offered, sold, or otherwise transferred in the United States of America to or on the behalf of US per- sons (within the meaning of the Act of 1933). Subsequent transfers of units in the United States or to US persons are not permitted. The units are offered and sold on the basis of an exemption from the registration regulations of the Act of 1933 pursuant to Regulation S of this Act. The Management Company has not been and will not be registered either in accordance with the United States Invest- ment Company Act of the year 1940 in its valid version or in accordance with any other US federal laws. This conse- quently means that the units may not be sold, offered or otherwise transferred in the United States of America to or on the behalf of US persons (within the meaning of the Act of 1933). The units have neither been approved by the US Securities and Exchange Commission ("SEC") or any other supervisory authority in the United States, nor has any such approval been rejected; in addition, neither the SEC nor any other super- visory authority in the United States has ruled on the accuracy or the reasonableness of this Prospectus or on the bene- fits of the units. This Prospectus may not be circulated in the United States. The distribution of this Prospectus and the offering of the units may also be subject to restrictions under other legal systems. Units of the sub-fund may furthermore not be offered, sold or delivered to citizens of the USA or persons domiciled in the USA and/or other natural persons or legal entities whose income and/or revenues, irrespective of its origin, is subject to US income tax, financial institutions that are not subject to the provisions concerning the Foreign Account Tax Compli- ance Act ("FATCA", in particular Sections 1471 - 1474 of the US Internal Revenue Code as well as a possible treaty with the United States of Ameri...

Sales Restrictions. The UCITS units are not licensed for distribution in all countries of the world. The issue, the conversion and the redemp- tion of units abroad are subject to the provisions that are in force in the respective foreign country. Further details are set out in the Prospectus. II. Structural measures Art. 14 Merger‌ Within the meaning of Art. 38 UCITSG, the Management Company may at any time and at its complete discretion, sub- ject to the approval of the corresponding supervisory authority, resolve to merge the UCITS with one or more other UCITSs, irrespective of the legal form of the UCITS and whether the other UCITS is domiciled in Liechtenstein or not. UCITSs and unit classes may also be merged with one or more other UCITSs or their sub-funds and unit classes. The UCITS and unit classes may also be split. All of the assets of the UCITS may, subject to the approval of the corresponding supervisory authority, be transferred at the end of the financial year (transfer reporting date) to another existing UCITS or to a UCITS which is being newly founded by the merger. The UCITS may also be merged with a UCITS that was established in another EU or EEA state and that likewise corresponds to the criteria of Directive 2009/65/EC. Subject to the approval of the Liechtenstein Market Authority (FMA), another transfer reporting date may be stipulated. As at the end of the financial year or as at another transfer reporting date, all of the assets of another UCITS or of a non-domestic directive-compliant UCITS may be trans- ferred to a UCITS. Furthermore, it is also possible that only the assets of a non-domestic directive-compliant UCITS are transferred to the UCITS, i.e. without its liabilities. At the latest 35 working days prior to the planned transfer reporting date, the custody account holders of the investors shall report to the investors in paper form or in electronic form information about the reasons for the merger, the potential consequences for the investors, their rights in conjunction with the merger as well as about relevant procedural aspects. The investors shall also be provided with the Key Investor Information Documents about the special assets or the UCITS that remains in existence or that is newly founded by the merger. The investors have the opportunity up to five working days prior to the planned transfer reporting date either to redeem their units without paying a redemption premium, or exchange their units for units of another UCITS that is also m...

Sales Restrictions. 10.1 The Agent shall offer the Units for sale to the public, directly and through other duly qualified investment dealers and brokers (the Agent, together with such other investment dealers and brokers, are referred to herein as the "Selling Firms"), only as permitted by Securities Laws and upon the terms and conditions set forth in the Prospectuses and in this Agreement, at an offering price not exceeding the offering price set forth on the cover page of the Prospectus. For the purposes of this paragraph, the Agent shall be entitled to assume that the Unit Shares and Warrants comprising the Units are qualified or registered for distribution by duly qualified investment dealers and brokers under the Securities Laws of those Qualifying Provinces where a receipt or similar document for the Prospectus shall have been obtained from the applicable Regulatory Authority (including a decision document under the Review Procedures) following the filing of the Prospectus, unless otherwise notified in writing. The Agent acknowledges that the Unit Shares and Warrants comprising the Units are qualified for distribution in the states of Delaware and New York and not in any other state of the United States. 10.2 The Agent agrees and will require each of the other Selling Firms and their respective Affiliates to agree, in connection with the offer and sale of Units, to comply with all applicable Securities Laws.

Sales Restrictions. From the Effective Date until July 1, 2016, the Athas Sellers shall not sell, contract to sell (including any short sale or other hedging transaction), or otherwise dispose of, or grant any option to purchase or otherwise transfer any Closing Shares or Settlement Shares, except: a. Through private brokered or “block” sales pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), if available at the time of sale, or other available exemption from registration under the Securities Act, for sale in the United States. b. Through controlled sales by and through PI Financial Corp. or Mackie Research Capital Corporation, where such sales are conducted after giving prior written notice to Nobilis and in a manner designed to protect the trading price of the Common Shares. Athas Sellers hereby agree to permit PI Financial Corp. or Mackie Research Capital Corporation, as applicable, to consult with Nobilis with respect to such trading strategies for any sales conducted pursuant to this provision. c. Each Xxxxx Seller who will have received, after giving effect to this Agreement, an aggregate number of Closing Shares and Settlement Shares that is equal to or less than 150,000, may sell shares: i. in an amount that shall not exceed, in the aggregate over any 30 consecutive trading days, that number of shares which equals 1/3 of such Xxxxx Seller’s aggregate holdings of Common Shares as of the Effective Date, and ii. in an amount that shall not exceed, on any given trading day, 5,000 shares. x. Xxxxx Sellers may make sales or purchases of additional shares of Common Stock that are acquired on the open market after the Effective Date of this Agreement; x. Xxxxx Sellers may transfer Closing Shares or Settlement Shares between one or more other Athas Sellers, subject to this Agreement; x. Xxxxx Sellers may transfer shares with the prior written consent of Parent, which may be granted or withheld in Parent’s sole discretion; g. if an Xxxxx Seller is a corporation, limited liability company, partnership or trust, such Xxxxx Seller may transfer its Closing Shares or Settlement Shares to any Affiliate (as defined in the Registration Rights Agreement); and h. if an Xxxxx Seller is an individual, such Xxxxx Seller may transfer its Closing Shares or Settlement Shares by gift, will or intestacy to one or more Immediate Family Member (as defined in the Registration Rights Agreement) or to a trust or partnership, the beneficiaries or partners of which a...

Sales Restrictions. KEYSTONE DENTAL shall limit its sales activities with respect to Licensed Product to customers located in the Territory. KEYSTONE DENTAL shall refrain from, directly or indirectly, marketing, licensing or selling Licensed Product outside of the Territory without prior written approval of NIBEC (the “Sales Restrictions”). Should KEYSTONE DENTAL become aware, either by itself or by notice from NIBEC, of any sales by KEYSTONE DENTAL of the Licensed Product in violation of the Sales Restrictions, it shall cease selling to the customer(s) involved in such sales. Nothing herein shall prohibit KEYSTONE DENTAL from selling the Licensed Product to any licensed dentist, periodontist or oral surgeon at any trade show or medical convention in the Territory, notwithstanding the risk that such person might use the Licensed Product outside of the Territory. KEYSTONE DENTAL shall only sell the Licensed Product in accordance with applicable laws.

Sales Restrictions. SELLER understands and agrees that it is expressly prohibited from selling to, offering to sell to, or soliciting sales from anyone outside the Territory.