Stockholder's Conduct Sample Clauses
The Stockholder's Conduct clause sets expectations and requirements for how stockholders must behave in relation to the company and their shares. Typically, this clause may prohibit actions such as disclosing confidential information, engaging in activities that compete with the company, or acting in ways that could harm the company's reputation or operations. By clearly outlining acceptable and unacceptable conduct, this clause helps protect the company's interests and ensures that all stockholders act in a manner that supports the company's success and stability.
Stockholder's Conduct. With respect to any sale of Shares covered by a registration statement, each Stockholder understands and agrees as follows:
(a) Each Stockholder will carefully review the information concerning him contained in any registration statement and will promptly notify the Company if such information is not complete and accurate in all material respects, including having properly disclosed any position, office or other material relationship within the past three years with the Company or its affiliates;
(b) Each Stockholder agrees to sell Shares only in the manner set forth in (i) the applicable registration statement (or in compliance with Section 4 hereof), (ii) the Affiliate Agreement (as defined in the Acquisition Agreement) (if the Stockholder is a party thereto) and (iii) Section 13;
(c) Each Stockholder agrees to comply with the anti- manipulation rules under the Exchange Act in connection with purchases and sales of securities of the Company during the time any registration statement remains effective;
(d) Each Stockholder agrees to only sell Shares in a jurisdiction after counsel for the Company has advised that such sale is permissible under the applicable state securities or "Blue Sky" laws;
(e) Each Stockholder agrees to comply with the prospectus delivery requirements of the Securities Act;
(f) Each Stockholder agrees to notify the Company of any and all planned sales and completed sales of Shares in accordance with the terms of this Agreement; and
(g) Each Stockholder agrees to suspend sales during the periods when sales are to be suspended pursuant to Section 7.
(h) In connection with the registration of the Shares, each Stockholder will furnish to the Company in writing such information requested by the Company with respect to himself and the proposed distribution by him as shall be necessary in order to comply with federal and applicable state securities laws.
(i) Each Stockholder hereby agrees that he will not sell, exchange, transfer, pledge, dispose or otherwise reduce his risk relative to any Shares owned by him during the period which begins on the date hereof and ends at such time as the Company publicly announces financial results covering at least thirty days of combined operations of the Company and PPS. The Company, at its discretion, may cause stop transfer orders to be placed with its transfer agent with respect to the certificates representing the Shares, provided that such stop transfer orders are consistent with the other provision...
Stockholder's Conduct. With respect to any sale of Shares covered by the S-3 Registration Statement, the Stockholder understands and agrees as follows:
(a) The Stockholder will carefully review the information concerning him or her contained in the Registration Statement and will promptly notify the Company if such information is not complete and accurate in all respects, including having properly disclosed any position, office or other material relationship within the past three years with the Company or its affiliates;
(b) The Stockholder agrees to sell Shares only in the manner set forth in the S-3 Registration Statement and in Section 13;
(c) The Stockholder agrees to comply with the anti-manipulation rules under the Exchange Act in connection with purchases and sales of securities of the Company during the time the Registration Statement remains effective;
(d) The Stockholder agrees to only sell Shares in a jurisdiction after counsel for the Company has advised that such sale is permissible under the applicable state securities or "Blue Sky" laws;
(e) The Stockholder agrees to comply with the prospectus delivery requirements of the Exchange Act;
(f) The Stockholder agrees to promptly notify the Company of any and all planned sales and completed sales of Shares; and
(g) The Stockholder agrees to suspend sales during the periods when sales are to be suspended pursuant to Section 8.
(h) In connection with the registration of the Shares, the Stockholder will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as shall be necessary in order to assure compliance with federal and applicable state securities laws.
Stockholder's Conduct. With respect to any sale of Shares covered by the Registration Statement, each Stockholder understands and agrees as follows:
(a) Each Stockholder will carefully review the information concerning him or her contained in the Registration Statement and will promptly notify the Company if such information is not complete and accurate in all material respects, including having properly disclosed any position, office or other material relationship within the past three years with the Company or its affiliates;
(b) Each Stockholder agrees to sell Shares only in the manner set forth in the Registration Statement (which shall include any reasonable manner requested in advance and in writing by the Stockholders);
(c) Each Stockholder agrees to comply with the anti-manipulation rules under the Exchange Act in connection with purchases and sales of securities of the Company during the time the Registration Statement remains effective;
(d) Each Stockholder agrees to comply with the prospectus delivery requirements of the Exchange Act;
(e) Each Stockholder agrees to suspend sales during the periods when sales are to be suspended pursuant to Section 8.
(f) In connection with the registration of the Shares, each Stockholder will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws.