Insider Selling Clause Samples

Insider Selling. No Restricted Stockholders (as defined below) may sell any shares of Common Stock in the public market prior to the earlier of 24 months from the Closing Date or the Restriction Termination Date; provided, however, that if any Restricted Stockholder who is a director (and not an executive officer of the Company) shall cease to be a director, such Person may sell not more than a total of 50,000 shares of Common Stock in the public market during the period set forth in this sentence, provided further that this restriction shall only apply for so long as that the Investors continue to beneficially own in the aggregate at least 25% of Series A Preferred Sock or the Common Stock issued thereunder. “Restricted Stockholders” shall mean any Person who is an officer, director or Affiliate of the Company on the date hereof or who becomes an officer or director of the Company subsequent to the Closing Date. Without limiting the generality of the foregoing, the Restricted Stockholders shall not, directly or indirectly, offer to sell, grant an option for the purchase or sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber or dispose of any securities in the Company in a transaction which is not in the public market unless the transferee agrees to be bound by the provisions of this Section 6.16. The Company shall require any newly elected officer or director to agree to the restriction set forth in this Section 6.16. A▇▇▇▇▇ ▇▇▇▇▇▇ W▇▇▇▇▇ and the Investors shall not be considered Restricted Stockholders. The restrictions in this Section 6.16 shall not apply to shares issued pursuant to a stock option or long-term incentive plans which may be approved by the Board of Directors or Compensation Committee provided that the Board of Directors or such committee, as the case may be, is comprised of a majority of independent directors.

Insider Selling. The earliest any "Insiders" can start selling their shares in the public market shall be twelve months from Closing. After twelve months following the Closing (the "Lock-up Period"), no Insider shall sell more than 10% of his or her shares in the Company in the public market in the twelve-month period following the expiration of the Lock-up Period or more than an additional 10% of his or her shares (based on shares owned on the Closing Date) during the following twelve-month period, and such shares may be sold pursuant to either Rule 144 or any registration statement which may cover such shares. Insiders shall include all persons who are officers and directors of the Company at the Closing or who become officers and directors during the fiscal year ended March 31, 2006. Andrew Barron Worden and the Investor shall not be consider▇▇ "▇▇▇▇▇▇▇▇." ▇▇▇ ▇estrictions in this Section 6.16 shall not apply to shares issued pursuant to a stock option or long-term incentive plans which may be approved by the Compensation Committee provided that such committee is comprises of a majority of independent directors. The Company may include in the registration statement filed pursuant to the Registration Rights Agreement all of the shares of Common Stock which are outstanding immediately prior to the Closing, none of which shall be owned by Affiliates of the Company.

Insider Selling. The earliest any "insiders" can start selling their shares shall be one year from closing. Except that any "insider" may dispose of shares provided the stock price at the time of dispositions at least: $3.40 per share for disposition of up to 100,000 shares per "insider" and thereafter said stock price is at least at $4.80 per share for disposition of up to 100,000 shares per "insider". There shall be no further "lock-up" on any insider dispositions if the stock price shall at any time reach $6.00 per share

Insider Selling. The earliest any “Insiders” can start selling their shares shall be 24 months from the date the Registration Statement that is to be filed to register the common stock underlying the Convertible Note and Warrants becomes effective. Insiders shall include all officers, consultants and directors of the Company. The managing members of the Investor and the Investor shall not be considered “Insiders”.

Insider Selling. No executive officers of the Company shall sell any Company Common Stock prior to one year following the Closing. A▇▇▇▇▇ ▇▇▇▇▇▇ W▇▇▇▇▇ and the Investor shall not be considered subject to the foregoing restriction. In addition, the foregoing restriction shall not apply to Sun Media Investment Holdings (“SM Holdings”), it being understood that SM Holdings intends to transfer certain shares to third parties in consideration of matters unrelated to the Company and may also consider transfers or other transactions with third parties in connection with transactions believed to have strategic benefit to the Company.

Insider Selling. For a period of three (3) years, no executive, officer or director of the Company will sell any shares of Common Stock during the period in which such person serves as an executive, director or officer or the Company. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall not be, directly nor indirectly, subject to this restriction. The Company further agrees to secure undertakings from any executive, officer or director to company with this provision. Without limiting the generality of the foregoing, the undertaking shall contain language which states that the holders of common shares who otherwise falls into this category shall not to directly or indirectly offer to sell, grant an option for the purchase or sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber or dispose of any securities in the Company in a transaction which is not in the public market unless the transferee agrees to be bound by the provisions of this Section 4.25.

Insider Selling. No Restricted Stockholders (as defined below) may sell any shares of Common Stock in the public market prior to the earlier of 24 months from the initial Closing Date or the Restriction Termination Date; provided, however, that if any Restricted Stockholder who is a director (and not an executive officer of the Company) shall cease to be a director, such Person may sell not more than a total of 50,000 shares of Common Stock in the public market during the period set forth in this sentence. “Restricted Stockholders” shall mean any Person who is an officer, director or Affiliate of the Company on the date hereof or who becomes an officer or director of the Company subsequent to the initial Closing Date. Without limiting the generality of the foregoing, the Restricted Stockholders shall not, directly or indirectly, offer to sell, grant an option for the purchase or sale of, transfer, pledge assign, hypothecate, distribute or otherwise encumber or dispose of any securities in the Company in a transaction which is not in the public market unless the transferee agrees to be bound by the provisions of this Section 6.14. The Company shall require any newly elected officer or director to agree to the restriction set forth in this Section 6.14. The Lead Investor and the Investors shall not be considered Restricted Stockholders.

Insider Selling. The earliest any Restricted Stockholders can start selling their shares of Common Stock in the public market shall be eighteen months from the Closing Date. Restricted Stockholders shall include all persons who are officers and directors of the Company and all present holders of equity interests in Sinogas. Andrew Barron Worden and the Investors shall not be considered ▇▇▇▇▇▇▇▇▇▇ ▇▇o▇▇▇▇▇▇ers. The restrictions in this Section 6.17 shall not apply to shares issued pursuant to a stock option or long-term incentive plans which may be approved by the Compensation Committee provided that such committee is comprises of a majority of independent directors. The Company may include in the registration statement filed pursuant to the Registration Rights Agreement all of the shares of Common Stock which are outstanding immediately prior to the Closing, none of which shall be owned by Affiliates of the Company, Sinoenergy or Sinogas. Notwithstanding the forgoing, Eastpride Capital Limited can sell fifty percent (50%) of its shares of Common Stock in the public market during the one (1) year period commencing twelve (12) months from the Closing Date and the remaining shares of Common Stock commencing twenty four (24) months from the Closing Date.

Insider Selling. The earliest any "insiders" can start selling their shares shall be November 2004, and the 15 million of new shares issued in exchange for the cancellation of the preferred shares (6.6) cannot be sold for one year from closing.