Volume Limitation. Notwithstanding any other provision of this Section 6, if the underwriters advise the Company that marketing factors require a limitation on the number of shares to be underwritten, the number of securities that may be so included shall be allocated as follows: (i) first, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company; (ii) second, among all holders of registration rights requesting to include securities in such registration statement based on the pro rata percentage of registrable securities held by such holders, assuming conversion or exercise.
Volume Limitation. Notwithstanding anything in this Article IV to the contrary (other than Section 4.1), the Investor shall not, without the Company’s prior written consent, Transfer pursuant to a Permitted Public Transfer, on any single day (other than in connection with an underwritten public offering), a number of Shares that in the aggregate exceeds 10% of the average daily trading volume of shares of the Company Common Stock (or other applicable securities, which for the avoidance of doubt, includes issued and outstanding Company CDIs) during a period of thirty (30) trading days immediately preceding the date of such Transfer.
Volume Limitation. If the daily volume of shares of Common Stock traded on any Trading Day during the Valuation Period is fewer than 100,000 shares of Common Stock ("Low Volume Day), the Investor (each for himself only) shall not be required to purchase the Put Shares otherwise to be purchased for such Low Volume Day. In such case, one-twenty-second (1/22nd) of the Investment Amount shall be withdrawn from the Investment Amount for each such Low Volume Day, the Valuation Period will be extended one additional Trading Day for each such Low Volume Day and the withdrawn Investment Amount shall be applied to the corresponding extended day. The maximum number of Low Volume Days for which such extensions shall be permitted is five days. Corresponding adjustments will be made to the Closing Dates. The Investor (each for himself only) may elect not to have such amount withdrawn from the Investment Amount and instead purchase Put Shares corresponding to any Low Volume Day. The Investor's election must be made in writing to the Company no later than the second business day after each such Low Volume Day.
Volume Limitation. Except as provided in the last sentence of this paragraph, without the prior written approval of the Company, which shall not be unreasonably withheld or delayed, so long as the Holders hold in excess of 1.0% of the issued and outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Units for redemption but not including Common Shares underlying any other Units, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and (ii) this paragraph shall not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions of the prior paragraph shall not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when due, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paid.
Volume Limitation. Should the Company launch an initial public offering ("IPO"), the Company shall sell all shares to be sold in the IPO, excluding those shares to be sold pursuant to the exercise, if any, of the underwriters' over-allotment option to purchase additional shares of common stock within 30 days from the date of the final prospectus pertaining to the Company's IPO (the "Green Shoe"). The Company and Xx. Xxxx agree, that should the Green Shoe be exercised, all shares to be sold pursuant to the underwriters' exercise of the Green Shoe, shall be those shares held by the Founders (for purposes herein the term "Founders" refers to Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx and Xxxxx X. Xxxx). Xx. Xxxx and the other Founders have executed a lockup agreement with Xxxxxxx Xxxxx & Co. and other representatives of the underwriters (the "Xxxxxxx Xxxxx Lockup"). The Company acknowledges that it is not a party to the Xxxxxxx Xxxxx Lockup and that it shall not have any rights to enforce the Xxxxxxx Xxxxx Lockup. Separate and apart from the Xxxxxxx Xxxxx Lockup, Xx. Xxxx and the other Founders agree that the number of shares the Founders can sell during the 180 day period following the date which is 180 days from the date of the Purchase Agreement related to the IPO (the "Additional Lockup"), will be limited (the "Volume Limitation Period"). The terms of the Volume Limitation Period are as follows:
Volume Limitation. Should the Company launch a $130 million initial public offering (IPO"), $5 million will be allocated for the sale of a portion of the Founders' shares (for purposes herein the term "Founders" refers to Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx and Xxxxx X. Xxxx). The portion of the offering allocated for the sale of the Founders' shares can be utilized only after the Company has raised $125 million in gross proceeds. If, due to strong market conditions, the size of the offering is increased above $130 million, 50% of such increase will be allocated for the sale of additional Founders' shares. . If the Company raises at least $125 million in gross proceeds and if the underwriter's over allotment option (the "Greenshoe") is exercised, 50% of the Greenshoe will also be allocated for the sale of the Founders' shares. Xx. Xxxx and the other Founders, in addition to being bound by the standard 180 day lockup agreement (the "Standard Lockup"), also agree that the number of shares the Founders can sell during the 180 day period following the expiration of the Standard Lockup ("the Additional Lockup") will be limited (the "Volume Limitation Period"). The terms of the Volume Limitation Period are as follows:
Volume Limitation. (a) On any trading day of Acquiror Common Stock on the NASDAQ Global Select Market (“NASDAQ”) following the Closing Date (each, a “Trading Day”), the Broker shall not sell, on behalf of any Preferred Holder or, collectively, all of the Preferred Holders, Stock Consideration or True-Up Acquiror Common Stock, if any, totaling more than ten percent (10%) of the aggregate trading volume of Acquiror Common Stock as traded on the NASDAQ on such Trading Day (the “Volume Limitation”) or such higher amount that may be approved by Acquiror in writing upon request by the Broker, on behalf of the Preferred Holders.
Volume Limitation. (a) The number of Eligible Shares that Sellers may sell during the Initial Selling Period will not exceed the product of (i) the average of the daily trading volume of PEI Shares for the prior eight calendar weeks ending on the second day prior to the beginning of the Initial Selling Period and (ii) 40. The number of Eligible Shares that Sellers may sell during any trading day during the Initial Selling Period will not exceed 50% of the average daily trading volume of the PEI Shares for the 30 trading days ending on the second trading day prior to the beginning of the Initial Selling Period. PEI will notify Sellers of the applicable volume limitations for the Initial Selling Period by no later than the day prior to the beginning of the Initial Selling Period. PEI may waive or modify (but only by making the limitations less restrictive) the volume limitations set forth in this Section 2.5.3(a) by delivering not less than 3 trading days' written authorization to Sellers (with a copy to Seller's designated broker).
Volume Limitation. Notwithstanding anything in this Article IV to the contrary, J&A Alliance Trust shall not, without the Company’s prior written consent, Transfer pursuant to a Permitted Public Transfer, on any single day, a number of shares of Company Common Stock that, in the aggregate, exceeds the Daily Volume Limitation.
Volume Limitation. During each calendar month during the Term, Buyer shall purchase and receive no less than […***…] of 1/12th of the annual quantity estimate of Product set forth herein, and Seller shall be obligated to sell and deliver no more than […***…] of 1/12th of such annual quantity estimate of Product. If no estimated quantity is set forth herein, it is intended that Buyer will order Product in approximately level quantities over the Term, subject to normal seasonal fluctuations that Seller has accepted in writing. If Buyer purchases less than the above-stated minimum quantity of Product during any calendar month (for reasons other than those excused under Section 4 of the General Terms and Conditions of Sale attached hereto), Seller may, without limiting any other legal remedies that may be available to Seller, reduce the quantity of Product Seller is obligated to supply during each succeeding calendar month of the Term to an amount equal to […***…] of such lesser quantity, and if Seller does so, then the minimum quantity of Product required to be purchased by Buyer in each succeeding calendar month of the Term shall be commensurately reduced. PRICE: From […***…] the price will be […***…]/kg plus adjustment based on Pharmaceutical Production (PPI) index (pcu325412325412) (xxxx://xxxx.xxx.xxx/PDQ/servlet/SurveyOutputServlet?series_id=PCU325412325412&data_tool=XGtable) for pharmaceutical preparation manufacturing as defined by the US Bureau of Labor Statistics of the prior calendar year which becomes effective January 1, 2011. With adjustment occurs only once per calendar year effective at […***…]. Formula […***…] X PPI (actual) / PPI (base) PPI (actual) = PPI annual average index for the prior calendar year (two parties agree to use published preliminary data for the last 4 months) ***Confidential Treatment Requested PPI (base) = PPI annual average index for 2011 calendar year For example, PPI (base) = 480, PPI (actual 2013) = 490 based on actual average index of 2012 Price for 2013 = […***…]/kg x 490 / 480 = […***…]/kg TERMS OF PAYMENT: Net cash within […***…] days from the later of the date of shipment or receipt of the applicable invoice, unless such shipment of Product is rejected in accordance with the provisions of Section 6 of the attached Terms, unless other determined with Ceres for the period through February 1, 2013. PACKAGING: […***…] kg DELIVERY TERMS: FCA (Incoterms 2000) Seller’s facility in New Jersey, or Xxxxx’x facility in Michigan, or Xx. Xxxxx’x...
