Restriction on Further Sale Sample Clauses

Restriction on Further Sale. Each of Buyer and Maximus agrees that, for a period of one (1) year following the Closing, neither Buyer, Maximus nor their respective Affiliates shall sell, assign or otherwise transfer, directly or indirectly, in one or a series of transactions, the Assigned Company Membership Interests, the Property or any portion thereof or interest therein, or allow such sale, assignment or other transfer to take place (other than collateral assignments and security interests granted in connection with the modification or refinancing of the Loan or any other third party financing, or any foreclosure thereof). Notwithstanding anything to the contrary otherwise set forth herein, (a) if Buyer breaches this Section 10.22, then Rockpoint shall be entitled to damages in an amount (the “Buyer Liquidated Damages Sum”) equal to one hundred percent (100%) of the excess, if any, of (i) any and all net cash proceeds and/or the value of any other non-cash consideration, including carry-back financing, received by the Buyer (taking into account the prorations set forth in this Agreement and the prorations in connection with such sale or other transfer), over (ii) the Buyer Purchase Price and any other amounts contributed or loaned by Buyer to the Company on or after the Closing Date and prior to (or in connection with) such sale or other transfer, and (b) if Maximus breaches this Section 10.22, then Rockpoint shall be entitled to damages in an amount (the “Maximus Liquidated Damages Sum”) equal to one hundred percent (100%) of the excess, if any, of (i) any and all net cash proceeds and/or the value of any other non-cash consideration, including carry-back financing, received by Maximus (taking into account the prorations set forth in this Agreement and the prorations in connection with such sale or other transfer), over (ii) the product of (A) the amount Maximus would have received if the Property were sold for the Purchase Price and the proceeds distributed as set forth in Exhibit H and any other amounts contributed by Maximus to the Company on or after the Closing Date and prior to such sale or other transfer times (B) the Buyer’s Purchase Percentage. Buyer and/or Maximus shall pay the Liquidated Damages Sum to Rockpoint within five (5) Business Days of Rockpoint’s written demand therefor. The provisions of this Section 10.22 shall survive the Closing without limitation.
Sample 1
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Related to Restriction on Further Sale

  • Restriction on Resales If the Company or any of its subsidiaries or affiliates (as defined in Rule 144 under the 0000 Xxx) shall redeem, purchase or otherwise acquire any Registrable Security or any Exchange Security which is a “restricted security” within the meaning of Rule 144 under the 1933 Act, the Company will deliver or cause to be delivered such Registrable Security or Exchange Security, as the case may be, to the Trustee for cancellation and neither the Company nor any of its subsidiaries or affiliates will hold or resell such Registrable Security or Exchange Security or issue any new Security or Exchange Security to replace the same.

  • Restriction on Use The Contractor agrees that to the extent it receives or is given any information from NYSERDA or a NYSERDA contractor or subcontractor, the Contractor shall treat such data in accordance with any restrictive legend contained thereon or instructions given by NYSERDA, unless another use is specifically authorized by prior written approval of the NYSERDA Project Manager. Contractor acknowledges that in the performance of the Work under this Agreement, Contractor may come into possession of personal information as that term is defined in Section 92 of the New York State Public Officers Law. Contractor agrees not to disclose any such information without the consent of NYSERDA. CASE III: R&D-type contracts:

  • Restriction on Sale Upon and following any conversion ------------------- pursuant to this Section 2, no holder of any Conversion Stock shall effect any sale or distribution of any of the Conversion Stock (which shall include any and all voting securities received by such holder as or in connection with a stock dividend, stock split or other recapitalization or similar distribution on or in respect of the Conversion Stock) or any of the Company's other equity securities, or of any securities convertible into or exchangeable for such securities, during the period beginning on the closing of the Initial Public Offering and ending 180 days after such closing. The certificate(s) representing the shares of Conversion Stock issued upon the conversion of this Note shall be legended to reflect such restriction on sale.

  • Restriction on Funds The Local Church, nor its Subsidiaries, are party to any agreement, contract, loan, debt or the like, aside from the Discipline, that restricts the use or spending of its funds.

  • Restriction on Activities Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.

  • Restriction on Liens Neither the Borrower nor any of the Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Restriction on Commencement of Distributions Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

  • Restriction on Transfer This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office or agency of the Company referred to in Paragraph 7(e) below, provided, however, that any transfer or assignment shall be subject to the conditions set forth in Paragraph 7(f) hereof and to the applicable provisions of the Securities Purchase Agreement. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered holder hereof as the owner and holder hereof for all purposes, and the Company shall not be affected by any notice to the contrary. Notwithstanding anything to the contrary contained herein, the registration rights described in Paragraph 8 are assignable only in accordance with the provisions of that certain Registration Rights Agreement, dated June 18, 2004, by and among the Company and the other signatories thereto (the "Registration Rights Agreement").

  • Restriction on Distributions (a) No distribution shall be made if, after giving effect to the distribution:

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