Marketing Restrictions. If (i) any Holder of Registrable Securities requests registration of Registrable Securities under Section 2.1 or 2.2, (ii) the offering proposed to be made is to be an underwritten public offering and (iii) the managing underwriters of such public offering furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such offering shall be as follows: If such registration shall have been proposed by the Company, (i) the Company shall be entitled to participate in such registration first; and (ii) then Holders of Registrable Securities and other holders of securities of the Company shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder and other holders of securities (on an as converted basis) and in accordance with other relative priorities, if any, as shall exist among them). If such registration shall have been requested by the Demand Holders of Registrable Securities pursuant to Section 2.1 hereof, (i) the Holders of Registrable Securities shall be entitled to participate in such registration (pro rata based on the number of Registrable Securities held by each) first; and (ii) then the Company and other security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount. If such registration shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such registration, (i) the holders requesting such registration shall be entitled to participate in such registration (with such holders being en...
Marketing Restrictions. Business associate shall ensure that any Marketing communications it makes on behalf of Covered Entity are in compliance with the rules governing marketing set forth in 45 C.F.R. 164.508(a)(3), including but not limited to the requirements that Business Associate must obtain an authorization from an Individual prior to making any marketing communication to such Individual.
Marketing Restrictions. If during the Term Oculus and its Affiliates own greater than 19.9% of the issued and outstanding Common Stock, Oculus and its Affiliates shall not, and shall not engage an investment banker, investor relations firm or firms performing similar functions to, directly or indirectly, market or Transfer the Ruthigen Shares outside of an Oculus Transfer Period (as defined below) or the Registration Transfer Period (as defined below), without the prior written consent of Ruthigen’s board of directors (the “Consent”). However, for purposes of clarity, it is understood that Oculus may engage investment bankers, investor relations firms or firms performing similar functions for its own marketing, fundraising or similar purposes (other than those involving the Ruthigen Shares) and Oculus’ communications with such firms, or the third parties with whom Oculus or such firms are communicating, may include information regarding Ruthigen, including information for due diligence purposes and communications with auditors, subject to customary confidentiality agreements, and furthermore, Oculus may disclose information regarding Ruthigen as required by law. Outside of an Oculus Transfer Period or the Registration Period, in the event that anyone approaches or inquires of Oculus or its Affiliates regarding the Transfer or potential Transfer of the Ruthigen Shares, Oculus shall direct such inquiries to Ruthigen.
Marketing Restrictions. (a) If (i) any holder(s) of Registrable Securities wish(es) to register any Registrable Securities in a registration made pursuant to Section 2.1 hereof, (ii) the offering proposed to be made by such holder or holders is to be an underwritten public offering, (iii) the Company or one or more holders of securities other than Registrable Securities to whom the Company has granted registration rights wish to register securities in such registration and (iv) the managing underwriters of such public offering furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (as specified in such opinion) which can be marketed in such offering at a price which such holders of Registrable Securities are prepared to sell and without materially and adversely affecting such offering; then the rights of holders of Registrable Securities, the Company and the holders of other securities with registration rights to participate in such offering shall be in the following order of priority: FIRST: The holders of Registrable Securities (as defined herein) and holders of Registrable Securities (as defined in the Prior Registration Rights Agreements) having the right to include such securities in such registration shall be entitled to participate in proportion to the number of Registrable Securities (as defined herein and in the Prior Registration Rights Agreements) requested to be registered by each such holder; and then
Marketing Restrictions. 1. As of the Effective Date of this Agreement, Xxxxxxxx agrees that:
Marketing Restrictions. (a) Business Associate shall not consider communications by Business Associate that meet the definition of marketing set forth in 45 C.F.R. § 164.501 to be part of the term health care operations as set forth in 45 C.F.R. § 164.501 (unless the communication is made as described in subparagraph (i), (ii) or (iii) of paragraph (1) in the definition of marketing set forth in 45 C.F.R. § 164.501).
Marketing Restrictions. 10.1 If:
Marketing Restrictions. (a) For a period of [*] after expiration or termination of the Agreement, Itau agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers or the AOLB Members in any online or offline marketing or promotional activities with respect to products and services of Access Providers, AOLB Designated Entities as of termination or expiration or ISP Products, (ii) not to disparage AOLA or AOLB or otherwise make statements directly comparing Itau's new access program to the AOLB Service or Co-Branded Service; and (iii) not to use the AOLB Network to distribute, market or promote any ISP Products except as provided below nor the AOLB Designated Entities listed as of such expiration or termination date, nor to authorize or permit any third party to use the AOLB Network to distribute, market or promote any ISP Products specifically targeted to the AOLB/Itau Subscribers or AOLB Members except with the express written permission of AOLB. The following activities by Itau shall not be considered violations of this Section: (a) continuing to use an XXX.xxx domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an XXX.xxx domain name, provided that such e-mails comply with (i) and (ii) above; (c) sending e-mails to former AOLB/Itau Subscribers informing such individuals of an ISP Product of which the Parties did not agree to create a Co-Branded version of such ISP Product pursuant to this Agreement, and (d) including promotions for ISP Products and AOLB Designated Entities on pages of the Itau Interactive Sites other than those subject to restrictions pursuant to Section 11.9.2.
Marketing Restrictions. PSW shall not directly or indirectly market or license the Object 21 Business Library to any Customer engaged in whole or in part in the Computer Business unless prior written authorization is received from CCSI.
Marketing Restrictions. Alcon hereby covenants that it will not, without the prior written authorization of Pharmacyclics, solicit the sale of Licensed Products, or advertise, market or promote Licensed Products outside of the Field.
