Limitations on Sale Clause Samples
The "Limitations on Sale" clause restricts a party's ability to sell, transfer, or otherwise dispose of certain assets or interests covered by the agreement. Typically, this clause outlines specific conditions under which sales are permitted, such as requiring prior written consent from the other party or limiting sales to approved buyers. By imposing these restrictions, the clause helps maintain control over the ownership and transfer of key assets, thereby protecting the interests of the parties and preventing unauthorized or undesirable sales.
Limitations on Sale. The Company may at any time refuse to permit the Holders to resell any Registrable Securities pursuant to the Registration Statement; provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to the Holders to the effect that a delay in such sales is necessary because, in the good faith judgment of the Company, sales pursuant to the Registration Statement would require the public disclosure of information that would not otherwise be required to be disclosed (which disclosure would, in the good faith judgment of the Company, have a significant adverse effect on the Company) or could in other respects constitute a violation of the federal securities laws or otherwise materially adversely affect the Company. In such an event, the Company shall notify the Holders promptly after it has determined that such circumstances no longer exist. The Company shall not under any circumstances be entitled to refuse to permit the Holders to resell any Registrable Securities under this Section (i) more than two (2) times in the twelve (12) month period following the Closing Date, and any individual period during which the Company refuses to permit the Holder to resell any Registrable Securities in the twelve (12) month period following the Closing Date shall not exceed sixty (60) days, and (ii) more than two (2) times in the second twelve month period following the Closing Date, and any Registrable Securities in the second twelve (12) month period following the Closing Date shall not exceed forty-five (45) days. Each Purchaser hereby covenants and agrees that it will not sell any Registrable Securities pursuant to the Registration Statement during the periods the Company refuses to permit the Holder to resell any Registrable Securities as set forth in this Section.
Limitations on Sale. Except as set forth below in (b) , the Shareholder agrees that for 24 months following the closing date of the acquisition of NuGene by the Company (the “Lock Up Period”) the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any securities of the Company (each, a “Company Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Shareholder on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company Security (each of the foregoing, a “Prohibited Sale”). The Shareholder agrees to sell Common Stock solely on the following terms and subject to the following conditions:
(a) During the period commencing on the execution and delivery of this Agreement and continuing for 12 months thereof, the Shareholder shall not Sell any of the Shares (the “No Sale Period”); and
(b) For a period commencing on the next day after the end of the No Sale Period and continuing for next twelve consecutive 30 day periods (each a “Leak Out Period” and collectively, the “Leak Out Periods”), Purchaser shall not without written consent of the Company following authorization by the board of directors of the Company, sell any shares of the Shares of the Company, except in an amount not to exceed 8.33% of the Shares per Leak Out Period. Any amount of Shares remaining unsold during any and all prior Leak Out Periods may not be cumulated and added to the amounts permitted to be sold during any other Leak Out Periods.; and
(c) Any amount of the Leak Out Shares remaining unsold during any and all prior Leak Out Periods ...
Limitations on Sale. No member of the Icahn Group shall execute or offer to execute a block sale (or series of related block sales) that aggregate to 4.9% or more of the outstanding Common Shares (or any voting rights decoupled from such shares) to any person or “group” (as defined under Section 13(d) of the Exchange Act) unless (a) such person or group has not filed a Schedule 13D with the SEC in respect of its ownership of securities of the Company and does not have an ownership interest of 5% or more of the Company’s outstanding Common Shares (except for Schedule 13G filers that are mutual funds, pension funds or index funds with no known history of activism) and (b) such member of the Icahn Group reasonably believes that such person or group would not, as a result of the acquisition of such securities, be required to file a Schedule 13D in respect of its ownership of securities of the Company or obtain an ownership interest of 5% or more of the Company’s outstanding Common Shares (except for Schedule 13G filers that are mutual funds, pension funds or index funds with no known history of activism).
Limitations on Sale. (a) The Shareholder will notify Buyer two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, Buyer certifies to the Shareholder in writing that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would be impracticable or injurious to Buyer, then the Shareholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by Buyer (a "Blackout Period"). Buyer may impose no more than four Blackout Periods, which may not exceed 45 calendar days each and may not exceed 90 calendar days in the aggregate. Buyer will use reasonable efforts to minimize the time period during which the Shareholder are required to refrain from selling under this paragraph.
(b) In addition to the foregoing restrictions, the Shareholder will not sell, transfer or otherwise dispose of any shares of Buyer Common Stock or otherwise reduce his risk of loss with respect to any of the Buyer Common Stock issued to him in the Merger until Buyer has publicly released earnings covering at least 30 days of combined operations of the Surviving Corporation. Buyer will use commercially reasonable efforts to release such earnings as soon as reasonably practicable after the Closing; provided that Buyer will not be required to publicly release earnings for a period other than a full calendar quarter.
Limitations on Sale. (a) Each Stockholder will notify Parent two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of Parent certifies to such Stockholder in writing that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would, in the good faith judgment of such officer, be impracticable or injurious to Parent, then the Stockholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by Parent (a "Blackout Period"). Parent may impose no more than four Blackout Periods, which may not exceed 45 calendar days each and may not exceed 60 calendar days in the aggregate. Parent will use reasonable efforts to minimize the time period during which the Stockholders are required to refrain from selling under this paragraph.
(b) In addition to the foregoing restrictions, the Stockholders will not sell, transfer or otherwise dispose of any shares of Parent Common Stock or otherwise reduce their risk of loss with respect to any of the Parent Common Stock issued to them in the Merger until Parent has publicly released earnings covering at least 30 days of combined operations of the Surviving Corporation. Parent will use commercially reasonable efforts to release such earnings as soon as reasonably practicable after the Closing; provided that Parent will not be required to publicly release earnings for a period other than a full calendar quarter.
Limitations on Sale. The Shareholder agrees that for a period of 540 days following the closing date set forth in the Asset Purchase Agreement (the “Lockup Period”) the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future), any securities of the Company (each, a “Company Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Shareholder on the date hereof or (ii) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Company Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Company Security (each of the foregoing, a “Prohibited Sale”). This Agreement shall expire and have no longer any effect on the last day of the Lock Up Period. Shareholder, at his discretion and subject to compliance with all applicable securities laws, may sell all Shares without any restrictions starting the next day after the end of Lock Up Period.
Limitations on Sale. The Company may at any time refuse to permit the Holder to resell any Registrable Securities pursuant to the Registration Statement as set forth in this Section 17(h); provided, however, that in order to exercise this right, the Company must deliver a certificate in writing to the Holder to the effect that a delay in such sales is necessary because, in the good faith judgment of the Company, sales pursuant to the Registration Statement would require the public disclosure of information that would not otherwise be required to be disclosed (which disclosure would, in the good faith judgment of the Company, have a significant adverse effect on the Company) or could in other respects constitute a violation of the federal securities laws or otherwise materially adversely affect the Company. In such an event, the Company shall notify the Holder promptly after it has determined that such circumstances no longer exist. Notwithstanding the foregoing or anything contained herein to the contrary, the Company shall not under any circumstances be entitled to refuse to permit the Holder to resell any Registrable Securities under this Section 17(h) more than two (2) times in any twelve (12) month period following the date hereof, and the two periods in any twelve (12) month period during which the Company may refuse to permit the Holder to resell any Registrable Securities shall not exceed sixty (60) days in the aggregate. The Holder hereby covenants and agrees that it will not sell any Registrable Securities pursuant to the Registration Statement during the periods the Company refuses to permit the Holder to resell any Registrable Securities as set forth in this Section 17(h).
Limitations on Sale xxv SECTION 9.03. Information.............................................xxvi SECTION 9.04. Expenses................................................xxvi SECTION 9.05. Indemnification.........................................xxvi ARTICLE X
Limitations on Sale. Transfer of IMSI Common Stock. Zedcor and the Zedcor shareholders respectively, shall not sell, transfer, gift or encumber in excess of thirty three and one third percent (33.3%) of the total number of shares of IMSI Common Stock provided to such Zedcor shareholder pursuant to this Agreement, in any one calendar month during the three (3) month period following the date the IMSI Common Stock becomes tradable without the prior written consent of IMSI. Additionally, the Zedcor shareholders shall give IMSI advance written notice of any proposed sale of IMSI Common Stock pursuant to this Agreement, at least five (5) business days in advance of the proposed sale. IMSI shall have a perpetual right of first refusal to either purchase such proposed sale shares or to arrange for a third party to purchase such shares.
Limitations on Sale. This Agreement does not limit SQI’s right to provide or sell, or preclude SQI from providing or selling, to any person, or entering into any agreement with any other person related to the supply and sale of Solution and other goods or products that are similar to or competitive with Solution. Customer agrees that it does not have any resale or sublicense right under this Agreement in respect of Solution, including Third Party Items, and will not provide any part of the Solution, including Third Party Items, to any party that is not an Affiliate in exchange for any value or for free.