Limitations on Sales Clause Samples
The "Limitations on Sales" clause restricts the circumstances or methods by which a party may sell certain goods, services, or rights under an agreement. Typically, this clause may specify geographic regions, customer types, time periods, or sales channels where sales are permitted or prohibited. For example, it might prevent a distributor from selling products outside a designated territory or to unauthorized resellers. Its core function is to protect the interests of the parties by preventing unauthorized or undesirable sales, thereby maintaining market control and upholding contractual obligations.
Limitations on Sales. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Securities and, by notice to the Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Securities, and the Agent shall not be obligated to offer or sell any Securities, (i) during the 14 calendar days prior to the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings or revenue results (each, an “Earnings Announcement”), (ii) except as provided in Section 6(h) below, at any time from and including an Announcement Date through and including the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information; provided that, unless otherwise agreed between the Company and the Agent, for purposes of (i) and (ii) above, such period shall be deemed to end at the relevant Filing Time.
Limitations on Sales. Licensee is authorized to sell ▇▇▇▇-Bearing Merchandise, subject to the restrictions and conditions imposed by Delta, which Licensee expressly acknowledges and agrees to, including the restrictions stated in the fourth WHEREAS paragraph of this Agreement; and the restrictions stated in Delta’s Licensee Code.
Limitations on Sales. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Securities under this Agreement and, by notice to the Designated Distribution Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Securities, and the Designated Distribution Agent shall not be obligated to offer or sell any Securities, (i) during any period in which the Company is in possession of material non-public information or (ii) except as provided in Section 6(g) below, at any time from and including the date (each, an “Announcement Date”) on which the Company has issued a press release containing, or has otherwise publicly announced, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (which 24-hour period shall commence when the Company receives a notice of acceptance of a submission from ▇▇▇▇▇) (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.
Limitations on Sales. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Securities and, by notice to the Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Securities, and the Agent shall not be obligated to offer or sell any Securities during any other period in which the Company is in possession of material non-public information.
Limitations on Sales. Products shall not be sold as a “discount” brand or in a “discount environment,” and Products shall not be sold as promotional items.
Limitations on Sales. Notwithstanding anything contained herein to the contrary, the total amount of Class C Notes that may be sold in the Offering by all brokers combined will not exceed $20,000,000 in aggregate principal amount and the total amount of Class D Notes that may be sold in the Offering by all brokers combined will not exceed $10,000,000 in aggregate principal amount."
Limitations on Sales. (a) A Holder may not effect a sale of Registrable Shares to be made pursuant to the Registration Statement except in accordance with the terms of this Agreement.
(b) No Holder may publicly offer or sell Registrable Shares prior to the effectiveness of the Registration Statement, except pursuant to Rule 144 or Rule 145 promulgated under the Securities Act.
(c) Subject to Section 2.2 above, this Agreement shall not preclude a Holder from effecting a sale of Registrable Securities in a transaction not involving a public offering.
Limitations on Sales. The Company shall not permit any Shareholder to and no Shareholder shall, sell or transfer, directly or indirectly, any Common Stock, Option (as defined in the Certificate of Designations), Convertible Security (as defined in the Certificate of Designations) or any other instrument convertible into or exercisable or exchangeable for Common Stock, or to convert or exercise any such convertible or exercisable instrument (except as may be issued pursuant to the terms of an Approved Share Plan (as defined in the Certificate of Designations), beneficially owned by such Person unless (i) the Required Holders (as defined in the Certificate of Designations) shall have executed a written consent to such sale, transfer or exercise or (ii) the Weighted Average Price (as defined in the Certificate of Designations) of the Common Stock shall have equaled or exceeded 175% of the initial Conversion Price (as defined in the Certificate of Designations) (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Subscription Date (as defined in the Certificate of Designations)) for each of the sixty (60) consecutive Trading Days (as defined in the Certificate of Designations) (the “Limitation Measuring Period”) prior to the date of such sale, transfer or exercise (the “Senior Management Limitation”). Notwithstanding the foregoing, the Senior Management Limitation shall not apply to such sale, transfer or exercise if either (x) the Market Capitalization (as defined in the Certificate of Designations) of the Company exceeds $200 million on the date of such sale, transfer or exercise, (y) the average daily trading volume as reported by Bloomberg of the Company’s Common Stock on the Principal Market (as defined in the Certificate of Designations) during the Limitation Measuring Period exceeds 50,000 shares. Notwithstanding anything stated herein to the contrary, the Common Stock or Other Securities may be pledged by the Shareholder in connection with a bona fide margin account or other loan or financing arrangement secured by such Common Stock or Other Securities and such pledge of Common Stock or Other Securities (or resulting foreclosure on such securities by such lender) shall not be deemed to be a transfer, sale or assignment of the Common Stock or Other Securities hereunder, and the Shareholder shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Com...
Limitations on Sales. The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of 12 calendar months (or for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such sale, is not greater than 20% of the Total Borrower Capitalization as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of 12 calendar months (or for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such sale, is not greater than 20% of the Total Borrower Capitalization as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.
Limitations on Sales. The Borrower will not, nor will it permit any Subsidiary to, lease, sell or otherwise dispose of its Property to any other Person, except:
(i) Sales or leases of inventory in the ordinary course of business.
(ii) Leases, sales or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold or disposed of (other than inventory in the ordinary course of business) as permitted by this Section during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries.