Common use of Insider Selling Clause in Contracts

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.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Deli Solar (USA), Inc.), Securities Purchase Agreement (Deli Solar (USA), Inc.)

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 27 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) 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; and provided further, provided further that this restriction shall only apply that, commencing one year from the Closing Date and for so long as that the Investors continue to beneficially own in balance of the aggregate at least 2527 month period, ▇▇ ▇▇▇, Zhao ▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ International Capital Investment Limited may sell, on a non-cumulative basis, 10% of Series A Preferred Sock or the shares of Common Stock issued thereunderper month then owned by such Person. Restricted Stockholders” 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, not to directly or indirectly, 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, committee is comprised of a majority of independent directors.

Appears in 1 contract

Sources: Securities Purchase Agreement (Capital Solutions I, Inc.)

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 27 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) 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” 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, not to directly or indirectly, 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, committee is comprised of a majority of independent directors.

Appears in 1 contract

Sources: Securities Purchase Agreement (Malex Inc)

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 27 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) 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” 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, not to directly or indirectly, 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, committee is comprised comprises of a majority of independent directors.

Appears in 1 contract

Sources: Securities Purchase Agreement (China Education Alliance Inc.)

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 18 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) 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” 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, not to directly or indirectly, 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 6.166.10. The Company shall require any newly elected officer or director to agree to the restriction set forth in this Section 6.166.10. A▇▇▇▇▇ ▇▇▇▇▇▇ W▇▇▇▇▇ and the Investors Buyers shall not be considered Restricted Stockholders. The restrictions in this Section 6.16 6.10 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, committee is comprised of a majority of independent directors.

Appears in 1 contract

Sources: Securities Purchase Agreement (China Power Equipment, Inc.)

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 18 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) 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” 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, not to directly or indirectly, 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 6.166.11. The Company shall require any newly elected officer or director to agree to the restriction set forth in this Section 6.166.11. A▇▇▇▇▇ ▇▇▇▇▇▇ W▇▇▇▇▇ and the Investors Buyers shall not be considered Restricted Stockholders. The restrictions in this Section 6.16 6.12 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, committee is comprised of a majority of independent directors.

Appears in 1 contract

Sources: Securities Purchase Agreement (Biostar Pharmaceuticals, Inc.)