Volume Limitation Clause Samples

Volume Limitation. During each calendar month during the Term, Buyer shall purchase and receive no less than […***…] of 1/12th of the annual quantity estimate of Product set forth herein, and Seller shall be obligated to sell and deliver no more than […***…] of 1/12th of such annual quantity estimate of Product. If no estimated quantity is set forth herein, it is intended that Buyer will order Product in approximately level quantities over the Term, subject to normal seasonal fluctuations that Seller has accepted in writing. If Buyer purchases less than the above-stated minimum quantity of Product during any calendar month (for reasons other than those excused under Section 4 of the General Terms and Conditions of Sale attached hereto), Seller may, without limiting any other legal remedies that may be available to Seller, reduce the quantity of Product Seller is obligated to supply during each succeeding calendar month of the Term to an amount equal to […***…] of such lesser quantity, and if Seller does so, then the minimum quantity of Product required to be purchased by Buyer in each succeeding calendar month of the Term shall be commensurately reduced. PRICE: From […***…] the price will be […***…]/kg plus adjustment based on Pharmaceutical Production (PPI) index (pcu325412325412) (▇▇▇▇://▇▇▇▇.▇▇▇.▇▇▇/PDQ/servlet/SurveyOutputServlet?series_id=PCU325412325412&data_tool=XGtable) for pharmaceutical preparation manufacturing as defined by the US Bureau of Labor Statistics of the prior calendar year which becomes effective January 1, 2011. With adjustment occurs only once per calendar year effective at […***…]. Formula […***…] X PPI (actual) / PPI (base) PPI (actual) = PPI annual average index for the prior calendar year (two parties agree to use published preliminary data for the last 4 months) PPI (base) = PPI annual average index for 2011 calendar year For example, PPI (base) = 480, PPI (actual 2013) = 490 based on actual average index of 2012 Price for 2013 = […***…]/kg x 490 / 480 = […***…]/kg TERMS OF PAYMENT: Net cash within […***…] days from the later of the date of shipment or receipt of the applicable invoice, unless such shipment of Product is rejected in accordance with the provisions of Section 6 of the attached Terms, unless other determined with Ceres for the period through February 1, 2013. PACKAGING: […***…] kg DELIVERY TERMS: FCA (Incoterms 2000) Seller’s facility in New Jersey, or ▇▇▇▇▇’▇ facility in Michigan, or ▇▇. ▇▇▇▇▇’▇ facility in Louisiana SHIPMENT: As ...

Volume Limitation. Notwithstanding anything in this Article IV to the contrary, J&A Alliance Trust shall not, without the Company’s prior written consent, Transfer pursuant to a Permitted Public Transfer, on any single day, a number of shares of Company Common Stock that, in the aggregate, exceeds the Daily Volume Limitation.

Volume Limitation. Except as provided in the last sentence of this paragraph, without the prior written approval of the Company, which shall not be unreasonably withheld or delayed, so long as the Holders hold in excess of 1.0% of the issued and outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Units for redemption but not including Common Shares underlying any other Units, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and (ii) this paragraph shall not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions of the prior paragraph shall not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when due, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paid.

Volume Limitation. Should the Company launch an initial public offering ("IPO"), the Company shall sell all shares to be sold in the IPO, excluding those shares to be sold pursuant to the exercise, if any, of the underwriters' over-allotment option to purchase additional shares of common stock within 30 days from the date of the final prospectus pertaining to the Company's IPO (the "Green Shoe"). The Company and ▇▇. ▇▇▇▇▇ agree, that should the Green Shoe be exercised, all shares to be sold pursuant to the underwriters' exercise of the Green Shoe, shall be those shares held by the Founders (for purposes herein the term "Founders" refers to ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇). ▇▇. ▇▇▇▇▇ and the other Founders have executed a lockup agreement with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and the other representatives of the underwriters (the "▇▇▇▇▇▇▇ ▇▇▇▇▇ Lockup"). The Company acknowledges that it is not a party to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lockup and that it shall not have any rights to enforce the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lockup. Separate and apart from the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lockup, ▇▇. ▇▇▇▇▇ and the other Founders agree that the number of shares the Founders can sell during the 180 day period following the date which is 180 days from the date of the Purchase Agreement related to the IPO (the "Additional Lockup"), will be limited (the "Volume Limitation Period"). The terms of the Volume Limitation Period are as follows: (a) The Founders will be limited to the sale of an aggregate of 2,462,250 shares during the Volume Limitation Period. The Founders shall be solely responsible for allocating the number of shares each Founder will be permitted to sell during the Volume Limitation Period. Shares sold under this provision may be sold in only broadly distributed underwritten public offerings or normal Rule 144 open market transactions. (b) As long as ▇▇. ▇▇▇▇▇ maintains ownership in the Company ▇▇. ▇▇▇▇▇ shall also be bound by the following restrictions: (i) to not knowingly sell his shares of the Company stock to a person or group who, as a result of such sale, would own 5% or more of the Company's outstanding stock or to directly or indirectly solicit any person or group to purchase from him or any other Founder shares in the Company if such person or group, as a result of such purchase, would own 5% or more of the Company's outstanding stock; and (ii) to not knowingly sell his shares of the Company stock to a Company competitor (as defined in paragraph 8.1 below) or to directly or indirectly solicit any c...

Volume Limitation. If the daily volume of shares of Common Stock traded on any Trading Day during the Valuation Period is fewer than 100,000 shares of Common Stock ("Low Volume Day), the Investor (each for himself only) shall not be required to purchase the Put Shares otherwise to be purchased for such Low Volume Day. In such case, one-twenty-second (1/22nd) of the Investment Amount shall be withdrawn from the Investment Amount for each such Low Volume Day, the Valuation Period will be extended one additional Trading Day for each such Low Volume Day and the withdrawn Investment Amount shall be applied to the corresponding extended day. The maximum number of Low Volume Days for which such extensions shall be permitted is five days. Corresponding adjustments will be made to the Closing Dates. The Investor (each for himself only) may elect not to have such amount withdrawn from the Investment Amount and instead purchase Put Shares corresponding to any Low Volume Day. The Investor's election must be made in writing to the Company no later than the second business day after each such Low Volume Day.

Volume Limitation. Notwithstanding anything in this Article IV to the contrary (other than Section 4.1), the Investor shall not, without the Company’s prior written consent, Transfer pursuant to a Permitted Public Transfer, on any single day (other than in connection with an underwritten public offering), a number of Shares that in the aggregate exceeds 10% of the average daily trading volume of shares of the Company Common Stock (or other applicable securities, which for the avoidance of doubt, includes issued and outstanding Company CDIs) during a period of thirty (30) trading days immediately preceding the date of such Transfer.

Volume Limitation. (a) On any trading day of Acquiror Common Stock on the NASDAQ Global Select Market (“NASDAQ”) following the Closing Date (each, a “Trading Day”), the Broker shall not sell, on behalf of any Preferred Holder or, collectively, all of the Preferred Holders, Stock Consideration or True-Up Acquiror Common Stock, if any, totaling more than ten percent (10%) of the aggregate trading volume of Acquiror Common Stock as traded on the NASDAQ on such Trading Day (the “Volume Limitation”) or such higher amount that may be approved by Acquiror in writing upon request by the Broker, on behalf of the Preferred Holders. (b) Until all Stock Consideration and True-Up Acquiror Common Stock, if any, has been sold pursuant to the terms of this Agreement, the Broker shall provide a daily trade report to Acquiror and each Preferred Holder for each Trading Day in which a sale of any Stock Consideration and True-Up Acquiror Common Stock, if any, occurs and a weekly report of all Stock Consideration and True-Up Acquiror Common Stock, if any, held by the Preferred Holders and summary of all sales of Stock Consideration and True-Up Acquiror Common Stock, if any, by the Broker on behalf of all Preferred Holders.

Volume Limitation. (A) If MPC anticipates or experiences a product shortage that MPC determines will require a limitation generally on the type or quantities of [***] meeting the requirements of Section 9(B) or if such a limitation is recommended or imposed by any governmental authority, [***] a [***], [***] or [***] for [***], [***] supply of [***] meeting the requirements of Section 9(B) among PANTRY and MPC's other customers, or both. In such an event, MPC will not be required to make up product volumes that were unable to be supplied to PANTRY. However, in such a [***], PANTRY'S purchasing obligations and [***] under this Agreement will be reduced accordingly. (B) Notwithstanding anything to the contrary in this Agreement, PANTRY may request, in writing, a [***]MCA) directly from MPC at the Designated Terminals and delivered to the Retail Outlets (as defined in the MCA) for resale at retail and (b) [***] at the Designated Terminals [***] on [***] MCA [***] ("[***]") and the minimum volume referenced in Section 14(A) below, provided PANTRY demonstrates a loss of sales volume of [***] (as defined in the MCA) at the Retail Outlets (as defined in the MCA) and [***]at the outlets listed on Exhibit A and that [***] is the [***] (as defined in the attached [***]), [***], or [***], and not [***]. Reduction of the [***] and [***] and the minimum volume referenced in Section 14(A) below shall be made in increments of [***] gallons per [***] of [***] ([***]) and [***] up to a maximum reduction of [***] gallons per [***], and for every reduction of [***] gallons per [***] of [***] ([***]) and [***], the per gallon [***] as calculated in Section 5 above [***], up to a maximum [***] per gallon. The reduction in [***] and [***] and the minimum volume referenced in Section 14(A) below shall be applicable for the [***] commencing with the [***] in which PANTRY provides proof of such loss of sales volume. Upon PANTRY's providing proof of such loss of sales volume, the reduction of the [***] and [***] and the minimum volume referenced in Section 14(A) below necessary to qualify for [***] will be documented by MPC in writing and consented to, by signature of authorized representative of PANTRY. (C) Notwithstanding anything to the contrary in this Agreement, PANTRY may request, in writing, [***] directly from MPC at the Designated Terminals and delivered to the Retail Outlets (as defined in the MCA) for resale at retail and (b) [***] at the Designated Terminals [***] and [***] pursuant to th...

Volume Limitation. The number of shares of Common Stock that may be issued pursuant to any single Conversion Notice cannot exceed the greater of (i) 500% of the average trading day’s volume of the Common Stock for the prior ten-trading-day-period (including the date of a conversion notice) and (ii) a number equal $100,000 divided by the prior trading day’s Closing Sale Price.