Marketing Limitation Sample Clauses

Marketing Limitation. If the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise the Holders and the other persons distributing their securities through such underwriting and (i) Common Stock held (or issuable upon conversion or exercise of securities held) by any person who does not have contractual rights of registration shall first be excluded and (ii) if such exclusion is not sufficient, Common Stock held (or issuable upon conversion or exercise of securities held) by any person other than a Holder and shares of Underlying Common Stock held by the Holders shall be excluded to the extent required to permit the number of shares of Underlying Common Stock and Common Stock held by such other persons that may be included in the registration and underwriting to be allocated among all such Holders and other persons in proportion, as nearly as practicable, to the number of shares of Underlying Common Stock held by all such Holders and shares of Common Stock held (or issuable upon conversion or exercise of securities held) by such other persons at the time of filing the Registration Statement, provided that (i) no such inclusion of Underlying Common Stock or Common Stock by the underwriter may reduce the securities being offered by the Company for its own account in the first such underwriting and may not reduce such securities being offered by the Company for its own account by more than 20% in any subsequent underwriting, and (ii) no securities held by an employee (or former employee) of the Company may be included in the registration without the prior written consent of Holders of at least 65% of the Underlying Common Stock to be included in the registration. No Common Stock, Underlying Common Stock or other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. Holders who hold securities of the Company which were not included in the registration shall not sell such securities in a public offering until at least 180 days following the completion of the offering of the securities included in the registration.
Sample 1
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Marketing Limitation. In the event the Underwriter's -------------------- Representative advises the Holders seeking Registration of Registrable Securities in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter's Representative may limit, but not to less than 10% of the total number of shares proposed to be registered under this Section 7.6 (unless such Registration is the Company's initial public offering, in which case no limitation on reduction shall be imposed), the number of shares of Registrable Securities to be included in such Registration and underwriting; provided however, that any Registrable Securities so excluded shall retain any and all Registration rights set forth in this Section.
Sample 1Sample 2
Marketing Limitation. In the event the Underwriter's Representative advises the Holder in writing that market or factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter's Representative (subject to the allocation priority set forth in Section 3.3) may limit (or reduce to zero) the number of shares of Registrable Securities to be included in such Registration and underwriting; provided, however, that any Registrable Securities so excluded shall retain any and all Registration rights set forth in this Agreement.
Sample 1
Marketing Limitation. In the event the representative of the Company's underwriter or underwriters (the "Underwriter's Representative") advises the Company that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, the Underwriter's Representative may:
Sample 1
Marketing Limitation. If the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise the Holders and the other persons distributing their securities through such underwriting, and (i) Common Stock held (or issuable upon conversion or exercise of securities held) by any person who does not have contractual rights of registration shall first be excluded and (ii) if such exclusion is not sufficient, Common Stock held (or issuable upon conversion or exercise of securities held) by any person other than a Holder and shares of Common Stock held by the Holders shall be excluded to the extent required to permit the number of shares of Common Stock and Common Stock held by such other persons that may be included in the registration and underwriting to be allocated among all such Holders and other persons in proportion, as nearly as practicable, to the number of shares of Common Stock held by all such Holders and shares of Common Stock held (or issuable upon conversion or exercise of securities held) by such other persons at the time of filing the Registration Statement; provided that (i) no such inclusion of Common Stock may reduce the securities being offered by the Company for its own account, and (ii) no securities held by an employee (or former employee) of the Company may be included in the registration without the prior written consent of Holders of a majority of the Common Stock to be included in the registration. No Common Stock or other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.
Sample 1

Related to Marketing Limitation

  • Billing Limitations a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract.

  • Advertising Limitations Provider is prohibited from using, disclosing, or selling Student Data to (a) inform, influence, or enable Targeted Advertising; or (b) develop a profile of a student, family member/guardian or group, for any purpose other than providing the Service to LEA. This section does not prohibit Provider from using Student Data (i) for adaptive learning or customized student learning (including generating personalized learning recommendations); or (ii) to make product recommendations to teachers or LEA employees; or (iii) to notify account holders about new education product updates, features, or services or from otherwise using Student Data as permitted in this DPA and its accompanying exhibits

  • CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS No state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee (which includes town committees). In addition, no holder or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. On and after January 1, 2011, no state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall knowingly solicit contributions from the state contractor's or prospective state contractor's employees or from a subcontractor or principals of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. DUTY TO INFORM State contractors and prospective state contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof. PENALTIES FOR VIOLATIONS Contributions or solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties: Civil penalties—Up to $2,000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties of up to $2,000 or twice the amount of the prohibited contributions made by their principals. Criminal penalties—Any knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more than 5 years, or not more than $5,000 in fines, or both.

  • PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. In addition, when any portion of this contract involving the use of xxxxx, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State.

  • Xxxxxx Limitation The Service reserves the right to refuse to pay any Xxxxxx to whom you may direct a payment. As required by applicable law, the Service will notify you promptly if it decides to refuse to pay a Xxxxxx designated by you. as set forth in Section 13 of the General Terms (Prohibited Payments) or an Exception Payment under this Agreement.

  • Limitation on Asset Sales The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

  • Venue Limitation for TIPS Sales Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.

  • International Olympic Committee; International Red Cross and Red Crescent Movement As instructed from time to time by ICANN, the names (including their IDN variants, where applicable) relating to the International Olympic Committee, International Red Cross and Red Crescent Movement listed at xxxx://xxx.xxxxx.xxx/en/resources/registries/reserved shall be withheld from registration or allocated to Registry Operator at the second level within the TLD. Additional International Olympic Committee, International Red Cross and Red Crescent Movement names (including their IDN variants) may be added to the list upon ten (10) calendar days notice from ICANN to Registry Operator. Such names may not be activated in the DNS, and may not be released for registration to any person or entity other than Registry Operator. Upon conclusion of Registry Operator’s designation as operator of the registry for the TLD, all such names withheld from registration or allocated to Registry Operator shall be transferred as specified by ICANN. Registry Operator may self-­‐allocate and renew such names without use of an ICANN accredited registrar, which will not be considered Transactions for purposes of Section 6.1 of the Agreement.

  • Limitation on Investments Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

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