Examples of First Restricted Period in a sentence
Each Seller agrees and acknowledges that the covenants in this Section 5.1 are reasonable and valid in all respects (including with respect to the subject matter, the First Restricted Period, the Second Restricted Period, and geographical area) and are necessary to protect the interests of Buyer in the Products, the Compound, the other Purchased Assets and the Confidential Information, and such covenants represent only a limited restraint.
For the avoidance of doubt, the provisions described in Paragraphs 3.8.1 and 3.8.2 of this Letter to Shareholders shall not apply (a) following the effectiveness of the Scheme or, if the Switch Option is validly exercised, following the date the Offer becomes or is declared unconditional in all respects and (b) if no Company Shares or Company Convertible Securities are bought by the Acquiror or any of the Acquiror Affiliates or the Restricted Affiliates during the First Restricted Period.
In any case, the Series A Shares and related Underlying Shares shall not be resold to U.S. persons or within the United States during the First Restricted Period, and the Series B Shares and the Series C Shares and related Underlying Shares shall not be resold to U.S. persons or within the United States during the Second Restricted Period, and in each case as otherwise restricted herein with respect to the limitations on converting the Shares to the Underlying Shares, as set forth in Section 2.5 below.
NZA, after 1 April 2022, continues to have the power (through the Escrow Deed) to control the acquisition and disposition of 18,823,500 Escrowed Shares, being the Escrowed Shares minus the shares that may be sold or otherwise disposed of during the First Restricted Period, Second Restricted Period and the Third Restricted Period.
Neither AIG nor any Investor shall Transfer any Original Common Shares (x) until the date that is the six (6) month anniversary of the Closing Date (such date, the “ First Restricted Period Termination Date”); and (y) in excess of one-half (1/2) of the Original Common Shares until the date that is the twelve month (12) month anniversary of the Closing Date, in each case, other than Permitted Transfers.
Each Open Sky Seller has also agreed that he/she: (i) will not, without the prior written consent of Numis and the Company, dispose of any Ordinary Shares held by him/her (including Open Sky Consideration Shares) in the 12 month period following Admission (“First Restricted Period”); and (ii) will only dispose of Ordinary Shares in the 12 month period following the end of the First Restricted Period through the Company’s broker and in such orderly manner as the Company’s broker shall determine.
The Company shall prepare and file and use reasonable best efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act, no later than the date that is five (5) Business Days before the First Restricted Period Termination Date (the “ Registration Date”), a Shelf Registration Statement in order to provide for resales of all Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
In addition, the Depositary also has a regulatory duty when providing the Services to act solely in the interests of Shareholders and the Company (including its Sub-funds).
Purchaser shall not engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the Shares or the Company's Common Stock, $.001 par value ("Common Stock"), or, during the First Restricted Period or the Second Restricted Period, as the case may be, offer or sell any of the Shares or any Underlying Shares in the United States to or for the benefit or account of a U.S. Person.
The Sat Internet Seller has also agreed that it: (i) will not, without the prior written consent of Numis and the Company, dispose of any Ordinary Shares held by it (including Sat Internet Consideration Shares) in the First Restricted Period; and (ii) will only dispose of Ordinary Shares in the 12 month period following the end of the First Restricted Period through the Company’s broker and in such orderly manner as the Company’s broker shall determine.