Seller Restrictions. The actions for the purposes of Clause 5.1.2 are:
Seller Restrictions. 8.1 Except as provided in clause 8.2, the license to the Seller Licensees in sub-clause7.1 shall be subject to and Seller, as a constituent part of the agreement for the transfer of the Transferred Assets and license of the Transferred Technology, hereby covenants with the Purchaser and each other member of the Purchaser’s Group that:
Seller Restrictions. The actions for the purposes of Clause 5.1.2 are: 1 amend or otherwise modify the constitutional documents of any Vaccines Group Company other than minor or administrative amendments or modifications which are not adverse to the Business or to the Purchaser of any member of the Purchaser’s Group; 2 create, allot or issue, or grant an option or right to subscribe for or purchase, any share capital or other securities or loan capital of any Vaccines Group Company; 3 repay, redeem or repurchase any share capital, or other securities of any Vaccines Group Company; 4 make any acquisition or disposal which has a value in excess of US$10 million, exclusive of VAT;
Seller Restrictions. For a one-year period following the Closing Date, Seller shall not, and Seller shall cause its Affiliates not to, offer a PDP Plan under or pursuant to any Contract between Seller or any Affiliate of Seller and CMS; provided, however, that nothing in this Section 11.7 shall (a) restrict Seller or any of its Affiliates from marketing and offering to its customers and members a PDP Plan offered under any Contract between a Person other than Seller or an Affiliate of Seller and CMS; (b) prohibit Seller or any of its Affiliates from acquiring equity securities of any Person that offers a PDP Plan whose securities are publicly listed on a stock exchange if such acquisition does not exceed more than five percent (5%) of the total voting power of such Person; (c) prohibit any Affiliate of Seller that ceases to be an Affiliate of Seller as a result of a Change of Control transaction from marketing and offering any PDP Plans; (d) prohibit any Person that acquires control (as defined in the definition of Affiliate) of Seller and/or any Affiliates of Seller in a Change of Control transaction or any Affiliates of such acquiring Person (other than Seller) from marketing and offering any PDP Plans; or (e) prohibit any Acquired Business from continuing to market and offer any PDP Plans under or pursuant to any Contract with CMS in effect as of the date of such acquisition (or any renewal, replacement or extension of such Contract) so long as the revenues derived thereunder do not constitute more than thirty-three percent (33%) of the consolidated revenues of the Acquired Business during its last completed fiscal year prior the date it became an Acquired Business.
Seller Restrictions. From the date of this Agreement to the Closing, Seller agrees it shall not (a) sell, transfer, encumber, assign or otherwise dispose of, or enter into any Contract with respect to the sale, transfer, encumbrance, assignment or other disposition of, any of the Shares or (b) take any action, or omit to take any action, which would have the effect of preventing or disabling Seller from delivering Seller’s Shares to Buyer at the Closing free and clear of any Encumbrances.
Seller Restrictions. From the date of this Agreement to the Closing, each of the Sellers agrees it shall not (a) sell, transfer, encumber, assign or otherwise dispose of, or enter into any Contract with respect to the sale, transfer, encumbrance, assignment or other disposition of, any of the Interests held by such Seller or (b) take any action, or omit to take any action, which would have the effect of preventing or disabling such Seller from delivering its Interests to Buyer at the Closing free and clear of any Encumbrances, delivering all of the assets, properties, rights, privileges, franchises, operations, goodwill and business of Wabash Mexico to Buyer at the Closing free and clear of any Encumbrances (other than Permitted Encumbrances), or otherwise performing such Seller’s obligations under this Agreement.
Seller Restrictions. The actions for the purposes of Clause 5.1.2 are: 1 amend or otherwise modify the constitutional documents of any Vaccines Group Company other than minor or administrative amendments or modifications which are not adverse to the Business or to the Purchaser of any member of the Purchaser’s Group; 2 create, allot or issue, or grant an option or right to subscribe for or purchase, any share capital or other securities or loan capital of any Vaccines Group Company; 3 repay, redeem or repurchase any share capital, or other securities of any Vaccines Group Company; 4 make any acquisition or disposal which has a value in excess of US$10 million, exclusive of VAT; 5 grant any guarantee or indemnity for the obligations of any person which has a value in excess of US$5 million (other than in the ordinary course of trading); 6 dispose of, or agree to dispose of, any material asset or material stock at below market value other than in the ordinary course of business; 7 acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture, other than an investment of 5 per cent or less of the total shares or interest in such company, partnership or venture and provided the investment is not more than US$5 million; 8 enter into, extend, amend, give notice to terminate or vary in any material respect any lease of real property or change the existing use of such property which is material to the Vaccines Group;
Seller Restrictions. Seller shall not (and Seller shall ensure that its Affiliates, and shall use commercially reasonable efforts to ensure that its sublicensees hereunder, do not), in all cases outside the Seller Territory, promote, market, sell, solicit orders for or otherwise commercialize the Product or any Other Product, except pursuant to this Agreement, the Asset Purchase Agreement or any other Ancillary Agreement. Buyer acknowledges that, given the nature of modern communications and advertising media, Seller’s (and its Affiliates’, licensees’ or sublicensees’) marketing and promotion of Product or any Other Product, intended for customers located in the Seller Territory, may be received or viewed by Persons outside of the Seller Territory, and such fact shall not be deemed to violate the foregoing covenant so long as Seller or the Person conducting such marketing or promotion does not intend for such activities to influence buying or prescribing activities outside of the Seller Territory.
Seller Restrictions. Subject to Clause 5.4 (Derogations from restrictions), from and including the Signing Date up to and including Completion, the Seller shall not (and shall not agree to) and, to the extent applicable, shall procure that the Company shall not (and shall not agree to), except with the prior written consent of the Purchaser:
Seller Restrictions. On the Closing Date, Seller and the Principals shall cease all sales of the Products with the exception of Post-Harvest Products that will be licensed back to Seller as described in Section 3.3 above, and further, except to the extent otherwise permitted by the Buyer in writing. For the period from the Closing through [***], Seller and the Principals shall not actively sell, promote, market, direct or influence any of the Purchased Assets, including any product, customer or relationship relating to the Purchased Assets, except (i) as permitted in the License Agreement described above or as otherwise permitted in connection with the Seller’s conduct of the Post-Harvest Business (including, without limitation, whether during the License Period or at any time thereafter), (ii) in connection with the performance of the Principals’ duties and obligations pursuant to the Consulting Agreement, and/or (iii) as otherwise mutually agreed in writing by the parties; provided, it is understood and agreed by Buyer that the foregoing restrictions do not and shall not impede or otherwise restrict Seller or the Principals from conducting any business or activity that it, he or she may desire to conduct, to the extent such business or activity does not constitute the Business or involve or utilize the Purchased Assets (which permitted other businesses or activities include, without limitation: (x) conducting the Post-Harvest Business (whether during the License Period or at any time thereafter), (y) developing, promoting, marketing, distributing and/or selling the [***], and (z) promoting, marketing, distributing and/or selling any of the following existing product lines of Seller: [***] (the “Seller’s Other Product Lines”).
