Sale Limitations. The shares issued pursuant to section 2.2(a) (the “Employment Shares”) shall be subject to the terms and conditions of this section 2.2(c). These shares are subject to the volume limitations set forth by the Securities Act Rule 144 which states the shares must be held for six months before they can be sold and sales are limited to one percent (1%) of outstanding shares per 90 day period. In addition, the Executive agrees not to sell more than five (5%) of the daily volume of the stock.
Sale Limitations. Except as provided in this Section B of Article III of this Trust, the Trustees shall not have any authority or power whatsoever to sell or otherwise dispose of or encumber the Shares. In the case of an exercise pursuant to the Option Agreement by the Settlor, or an Affiliate of the Settlor (as such term is defined in Section H of Article III of this Trust), of the option to acquire the Shares held in the corpus of this Trust, the Trustees shall sell all of the Shares to the Settlor or its Affiliate in accordance with the terms and conditions of the Option Agreement. In the case of a tender offer or other repurchase offer by the Settlor or an Affiliate of the Settlor for shares of the capital stock of the Settlor (including, but not limited to, the tender offer for the Shares that the Settlor is required to make on the first anniversary of the issuance of the Shares), the Trustees may, in their sole discretion and acting jointly in the best interest of the beneficiaries of this Trust, sell all of the eligible Shares held in the corpus of this Trust to the Settlor or the Affiliate of the Settlor at the highest all cash price offered under the tender offer or other repurchase offer; provided, however, that notwithstanding the foregoing, with regard to any tender offer other than the tender offer the Settlor is required to make on the first anniversary of the issuance of the Shares, if the premium (i.e., the price per Share offered in the tender offer or other repurchase offer over the then market price per share of the Shares) for the Shares covered by the tender offer ( or other repurchase offer) is 25% or greater, the Trustees shall sell all of the eligible Shares held in the corpus of this Trust to the Settlor or the Affiliate of the Settlor at the highest all cash price offered by the Settlor under the tender offer or other repurchase offer. Finally, in the event the Settlor fails to fulfill its obligations under the Funding Agreement to fund the Trust for the payment of compensation and expenses payable to the Trustees under Section G of Article III of this Trust, the Trustees may, in their sole discretion and acting jointly in the best interest of the beneficiaries of this Trust, sell such of the Shares as are necessary for the Trust to timely pay such compensation and expenses; provided, however, that notwithstanding the foregoing, the Trustees shall not be authorized to sell Shares to pay such compensation and expenses if there are other unencumbered...
Sale Limitations. Subject to the restrictions set forth in Section 3.1 hereof, the Investor agrees that, except for any transfer of Shares of Then-Outstanding Common Stock and/or Common Stock Equivalents by the Investor to a Permitted Transferee or the Company, it (i) shall not, and shall cause its Affiliates not to, Dispose of any Shares of Then-Outstanding Common Stock and/or Common Stock Equivalents, in a “block trade” private placement transaction, at any time to any Person that such Investor or Affiliate knows (after a reasonable inquiry) is a Competitor of the Company and (ii) shall, and shall cause its Affiliates to, instruct the broker(s) in any such “block trade” not to Dispose Shares to a Competitor (unless the identity of the Person purchasing the Shares is not known to the broker(s) or such Person Disposing of Shares).
Sale Limitations. Subject to the restrictions set forth in Section 4.1 and except for any transfer of Registrable Securities by the Investor to a Permitted Transferee in accordance with and subject to the terms of Sections 2.12 and 4.1, if at any time the Investor and its Controlled Affiliates beneficially own at least nine and nine-tenths percent (9.9%) of the Shares of Then Outstanding Common Stock, then until such time as the Investor and its Controlled Affiliates beneficially own less than five percent (5%) of the Shares of Then Outstanding Common Stock, the Investor shall not, and shall cause its Controlled Affiliates not to, Dispose of any shares of Common Stock and/or Common Stock Equivalents except (i) pursuant to a registered underwritten public offering in accordance with Section 2, (ii) in a manner consistent with the volume limitations set forth in Rule 144 under the Securities Act (whether or not such limitations would by their terms apply to such sales) or (iii) in any transaction approved by the Company; provided, however, that in any Underwritten Offering in accordance with Section 2.1, the Holders whose Registrable Securities are included in such Underwritten Offering shall request that the underwriter for such Underwritten Offering, and shall require that the underwriter for such Underwritten Offering shall agree in writing to, use all reasonable efforts to make as broad a distribution as reasonably practical and to prevent any Person, or Affiliates of such Person from purchasing in such offering Registrable Securities which would constitute, or result in such Person, together with such Person’s Affiliates, having beneficial ownership of, five percent (5%) or more of the total Shares of Then Outstanding Common Stock.
Sale Limitations. Subject to the restrictions set forth in Section 5.2, from and after the Closing Date until the later of (i) the expiration of the Lock-Up Period and (ii) the expiration of the Standstill Period, the Investor agrees that it shall not, and shall cause its Affiliates not to, Dispose of any Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents except (a) pursuant to a registered underwritten public offering in accordance with Section 5.11, (b) pursuant to Rule 144 under the Securities Act in accordance with the volume restrictions applicable thereto, (c) in a private sale exempt from the registration requirements of the Securities Act, or (d) in any transaction approved by the Company; provided, however, that in no event shall the Dispositions in clauses (a), (b) or (c), in any rolling twelve (12)-calendar month period, exceed five percent (5%) of the then outstanding share capital of the Company; and provided further, however, that in no event shall the Investor or any of its Affiliates Dispose of any Ordinary Shares, American Depositary Shares or Ordinary Share Equivalents to any Person that the Investor or its Affiliate knows (after a reasonable inquiry in a non-public offering) is a Competitor or is an Activist Investor.”
Sale Limitations. Except as provided in this Section B of Article III of this Trust, neither the Trustees nor any subsequent holder of the Shares shall have any authority or power whatsoever to sell or otherwise dispose of or encumber the Shares.
Sale Limitations. (i) The Debtor agrees that in any sale of any interest in the Collateral (whether or not such Collateral may be deemed to constitute a security), the Collateral Agent is hereby authorized and is instructed to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser by any governmental or regulatory authority or officer, and the Debtor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner.
Sale Limitations. Subject to the restrictions set forth in Section 4.1, the Investor agrees that, except for any transfer of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents by the Investor to a Permitted Transferee or the Company, it shall not, and shall cause its Affiliates not to, Dispose of any Shares of Then Outstanding Common Stock and/or Common Stock Equivalents at any time to any Person that such Investor or Affiliate knows (after a reasonable inquiry in a private placement) is a Competitor.
Sale Limitations. Subject to the restrictions set forth in Section 3.1 hereof, the Investor agrees that, except for any transfer of Shares of Then-Outstanding Common Stock and/or Common Stock Equivalents by the Investor to a Permitted Transferee in accordance with the terms hereof or the Company, it (i) shall not, and shall cause its Affiliates not to, Dispose of any Shares of Then-Outstanding Common Stock and/or Common Stock Equivalents, in a “block trade” private placement transaction, at any time to any Person that such Investor or Affiliate knows (after a reasonable inquiry) is a Competitor of the Company and (ii) shall, and shall cause - 8 - ACTIVEUS 197306930v.16 its Affiliates to, instruct the broker(s) in any such “block trade” not to Dispose Shares to a Competitor (unless the identity of the Person purchasing the Shares is not known to the broker(s) or such Person Disposing of Shares). 3.4
Sale Limitations. Subject to the restrictions set forth in Section 3.1, the Investor agrees that, for so long as the Investor’s board nomination right under Section 4.4 is in effect, except for any transfer of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents by such Investor to the Company or in a Permitted Transfer, it shall not, and shall cause its Controlled Affiliates not to, Dispose of any Shares of Then Outstanding Common Stock and/or Common Stock Equivalents at any time: (a) except pursuant to (i) a registered public offering in accordance with the Registration Rights Agreement, (ii) Rule 144 under the Securities Act, (iii) a Change of Control transaction approved by the Board of Directors or (iv) pursuant to privately negotiated sales in transactions exempt from the registration requirements under the Securities Act or (b) to a Person that such Investor or Controlled Affiliate knows (after a reasonable inquiry in a private placement) is a Competitor.
