Selling Restriction Clause Samples
A Selling Restriction clause limits or prohibits the sale or distribution of certain products, securities, or services in specified jurisdictions or to particular categories of buyers. In practice, this clause may require parties to comply with local laws, obtain necessary approvals, or refrain from marketing to unqualified investors. Its core function is to ensure legal compliance and prevent unauthorized or unlawful sales, thereby reducing regulatory risk for the parties involved.
Selling Restriction. The Purchaser has the right to sell shares of the Stock during the Investment Period. However, the Purchaser covenants that prior to and during the term of the Investment Period, neither the Purchaser nor any affiliates of the Purchaser nor any entity managed by the Purchaser will sell shares of the Company's Common Stock other than shares that the Purchaser (or the respective affiliate or managed entity) owns at the time of the sale, or any shares that the Purchaser is obligated to purchase under a pending Draw Down Notice.
Selling Restriction. The Purchaser has the right to sell that number of Shares equal in number to the number of Shares to be purchased pursuant to this Agreement during the Investment Period. The Purchaser covenants, however, that prior to and during the Investment Period and for a period of three (3) months after any termination of this Agreement in accordance with Article VII hereof, neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will ever be in a short position with respect to shares of Common Stock of the Company in any account directly or indirectly managed by the Purchaser, or any affiliates of the Purchaser, or any entity managed by the Purchaser. In addition, prior to and during the Investment Period and for a period of three (3) months after any termination of this Agreement in accordance with Article VII hereof, neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will sell any shares of Common Stock, except that during the Investment Period the Purchaser shall have the right to sell those Shares that the Purchaser has purchased or has accumulated for purchase during each Trading Day of a Draw Down Pricing Period pursuant to the terms and conditions described in this Agreement. Neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will grant any option to purchase or acquire any right to dispose or otherwise dispose for value, any shares of Common Stock or any securities convertible into, or exchangeable for, or warrants to purchase any shares of Common Stock or any swap, short sale, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock. In addition, on a daily Trading Day basis, the Purchaser agrees to restrict the volume of sales of Shares by the Purchaser, its affiliates and any entity managed by the Purchaser to no more than thirty percent (30%) of the total trading volume of the Common Stock, as reported on Bloomberg Financial LP using the HP function, for such Trading Day.
Selling Restriction. (a) None of the Other Stockholders shall, voluntarily or involuntarily, directly or indirectly, Transfer any Securities, in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a Transfer to any Person during the three (3)-month period following the Closing Date, except pursuant to Section 2.3(b).
(b) The Sellers’ Representatives (as such term is defined in the Purchase Agreement), on behalf of all Other Stockholders who desire to sell any Registrable Securities during three (3)-month period following the Closing Date, shall inform the Company in writing no later than on the Closing Date of the number of shares that all Other Stockholders desire to sell during such period, which sales shall be conducted in an orderly fashion through a single broker acting as agent for the Other Stockholders. The Company shall use its commercially reasonable efforts to introduce such Other Stockholders to a broker-dealer or market maker satisfactory to the Sellers’ Representatives (it being agreed that each of Deutsche Bank and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are satisfactory) that can sell, as agent for the Other Stockholders, such Common Stock pro rata into the market upon receiving instructions from the Sellers’ Representatives regarding such sale and at such time as such broker-dealer or market maker deems appropriate and advisable, in light of then current stock market conditions and in accordance with the instructions received from the Sellers’ Representatives, provided that (i) the sales represent less than 20% of the trading volume of the Common Stock on any trading day, (ii) all sales on a single trading day are made using one broker and (iii) the sales are made at times and on days that are determined by the Sellers’ Representatives. The Other Stockholders shall pay all the fees, expenses and commissions of such broker-dealers and market makers. After the expiration of such three (3)-month period, each Other Stockholder shall be free to sell any Common Stock in a manner deemed appropriate by such Other Stockholder and in compliance with this Agreement and applicable laws.
Selling Restriction. The Purchaser has the right to sell that number of Shares equal in number to the number of Shares to be purchased pursuant to this Agreement during the Investment Period. The Purchaser covenants, however, that prior to and during the Investment Period, neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will ever sell any securities of the Company (including, without limitation, any grant of any option to purchase or acquire any right to dispose or otherwise dispose for value, any shares of Common Stock or any securities convertible into, or exchangeable for, or warrants to purchase any shares of Common Stock or any swap, short sale, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock) other than what the Purchaser has accumulated to purchase under the terms of this Agreement or in any accounts directly or indirectly managed by the Purchaser or any affiliate of the Purchaser or any entity managed by the Purchaser. In addition, on a daily Trading Day basis, the Purchaser agrees to restrict the volume of sales of Shares by the Purchaser, its affiliates and any entity managed by the Purchaser to no more than thirty percent (30%) of the total trading volume of the Common Stock, as reported on Bloomberg Financial LP using the HP function, for such Trading Day.
Selling Restriction. 18 Section 4.13 Non-public Information................................................................19 Section 4.14
Selling Restriction. 18 ------------------- Section 4.13 Non-Public Information............................... 18 ---------------------- Section 4.14 Effective Registration Statement..................... 18 -------------------------------- Section 4.15 Disclosure of Draw Down Notice....................... 18 ------------------------------ Section
Selling Restriction. The Purchaser has the right to sell shares of the Company's Common Stock equal in number to the number of the Shares to be purchased pursuant to this Agreement during a Draw Down Pricing Period. The Purchaser covenants, however, that prior to and during the term of the Draw Down Pricing Period, neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will ever be in a net short position with respect to the shares of the Common Stock of the Company in any accounts directly or indirectly managed by the Purchaser or any affiliate of the Purchaser or any entity managed by the Purchaser. The Purchaser shall not sell shares of the Company's Common Stock in block lots or through any derivative transactions. The Purchaser shall not sell any Shares on any trading day in excess of 20% of the day's trading volume of the Company's Common Stock. Such volume shall be as reported by Bloomberg Financial LP, using the HP function for such trading day.
Selling Restriction. The Purchaser has the right to sell Shares during the Investment Period. The Purchaser covenants, however, that prior to and during the Investment Period, neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will ever sell Ordinary Shares other than what the Purchaser has accumulated under the terms of this Agreement or in any accounts directly or indirectly managed by the Purchaser or any affiliate of the Purchaser or any entity managed by the Purchaser; provided, however, that neither the Purchaser nor any parties referred to in this Section 3.2(e) shall sell during the Investment Period any options, warrants, or other securities or instruments which are convertible into or exercisable for Ordinary Shares or which derive their value from the market price of Ordinary Shares, or any Ordinary Shares acquired upon conversion or exercise of any such options, warrants, or other securities or instruments.
Selling Restriction. The Purchaser has the right to sell shares of ------------------- the Common Stock during the Investment Period. The Purchaser covenants, however, that prior to and during the Investment Period neither the Purchaser nor any of its affiliates nor any entity managed by the Purchaser will ever sell shares of Common Stock of the Company (including, without limitation, any grant of any option to purchase or acquire any right to dispose or otherwise dispose for value, any shares of Common Stock or any securities convertible into, or exchangeable for, or warrants to purchase, any shares of Common Stock or any swap, short sale, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Common Stock) other than what the Purchaser has accumulated under the terms of this Agreement in any accounts directly or indirectly managed by the Purchaser or any affiliate of the Purchaser or any entity managed by the Purchaser.
Selling Restriction. In addition, and for the avoidance of doubt, the following provisions are Selling Restrictions with respect to the Notes and part of the Programme Agreement for the purposes of the issue of the Notes: We confirm that the Notes will not be offered or sold in the European Economic Area.. The Notes may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) except in compliance with the terms of [the securities registration statement and the amendments thereto/the shelf registration statement, the amendments thereto and the supplemental document] that have been, or will be, filed by the Issuer with the Director-General of the Kanto Local Finance Bureau of the Ministry of Finance of Japan with respect to a secondary distribution (Uridashi) of the Notes in Japan pursuant to the Financial Instruments and Exchange Law of Japan or under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities in effect at the relevant time.] This letter and any non-contractual obligations arising out of or in connection with this letter shall be governed by, and construed in accordance with, the laws of England. Please confirm your agreement to the terms of issue by signing and faxing to us a copy of the attached Final Terms. Please also fax a copy of the Final Terms to the Agent. For and on behalf of [Name of Purchaser] By: ______________________ Authorised signatory [Date] To: The Bank of New York Mellon and: [Name of Purchaser] We hereby confirm our instruction to The Bank of New York Mellon as Agent to prepare, complete, authenticate and issue a Temporary Global Note and a Permanent Global Note in accordance with: