Common use of Limitations on Sale Clause in Contracts

Limitations on Sale. (a) Each Stockholder will notify Buyer two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, Buyer certifies to such Stockholder in writing that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would be impracticable or injurious to Buyer, then the Stockholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by Buyer (a "Blackout Period"). Buyer may impose no more than four Blackout Periods, which may not exceed 45 calendar days each and may not exceed 60 calendar days in the aggregate. Buyer will use reasonable efforts to minimize the time period during which the Stockholders are required to refrain from selling under this paragraph.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cnet Inc /De), Agreement and Plan of Merger (Cnet Inc /De)

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Limitations on Sale. (a) Each Stockholder The Shareholder will notify Buyer two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, Buyer certifies to such Stockholder the Shareholder in writing that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would be impracticable or injurious to Buyer, then the Stockholder Shareholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by Buyer (a "Blackout Period"). Buyer may impose no more than four Blackout Periods, which may not exceed 45 calendar days each and may not exceed 60 90 calendar days in the aggregate. Buyer will use reasonable efforts to minimize the time period during which the Stockholders Shareholder are required to refrain from selling under this paragraph.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cnet Inc /De)

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Limitations on Sale. (a) Each Stockholder will notify Buyer two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, Buyer certifies to such Stockholder in writing that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would be impracticable or injurious to Buyer, then the Stockholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by Buyer (a "Blackout Period"). Buyer may impose no more than four Blackout xxv 32 Periods, which may not exceed 45 calendar days each and may not exceed 60 calendar days in the aggregate. Buyer will use reasonable efforts to minimize the time period during which the Stockholders are required to refrain from selling under this paragraph.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cnet Inc /De)

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