Common use of DISPOSITION OF THE STOCK Clause in Contracts

DISPOSITION OF THE STOCK. The Employee is familiar with the provisions of Rules 701 and 144, each promulgated under the Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a nonpublic offering, subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of purchase, such issuance will be exempt from registration under the Act. In the event the Corporation later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. as amended (the “Exchange Act”), the securities exempt under Rule 701 may be resold ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as that term is defined under the Exchange Act); and (2), in the case of an affiliate, the availability of certain public information about the Corporation, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. The Employee understands that, in the event that the Corporation does not qualify under Rule 701 at the time of purchase, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the resale occurring not less than one year after the party has purchased, and made full payment for, within the meaning of Rule 144, the securities to be sold; and, in the case of an affiliate, or of a nonaffiliate who has held the securities less than two years, (2) the availability of certain public information about the Corporation, (3) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as that term is defined under the Exchange Act), and (4) the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein, if applicable.

Appears in 1 contract

Sources: Employee Restricted Stock Purchase Agreement (GrubHub Seamless Inc.)

DISPOSITION OF THE STOCK. The Employee is familiar with the provisions of Rules 701 and 144, each promulgated under the Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a nonpublic offering, subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of purchase, such issuance will be exempt from registration under the Act. In the event the Corporation later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. , as amended (the “Exchange Act”), the securities exempt under Rule 701 may be resold ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as that term is defined under the Exchange Act); and (2), in the case of an affiliate, the availability of certain public information about the Corporation, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. The Employee understands that, in the event that the Corporation does not qualify under Rule 701 at the time of purchase, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the resale occurring not less than one year after the party has purchased, and made full payment for, within the meaning of Rule 144, the securities to be sold; and, in the case of an affiliate, or of a nonaffiliate who has held the securities less than two years, (2) the availability of certain public information about the Corporation, (3) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as that term is defined under the Exchange Act), and (4) the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein, if applicable.

Appears in 1 contract

Sources: Employee Restricted Stock Purchase Agreement (GrubHub Seamless Inc.)

DISPOSITION OF THE STOCK. The Employee Consultant is familiar with the provisions of Rules 701 and 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a nonpublic offering, subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of purchase, such issuance will be exempt from registration under the Securities Act. In If the event the Corporation later becomes Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. , as amended (the "Exchange Act"), the securities exempt under Rule 701 may be resold ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited "broker’s 's transaction" or in transactions directly with a market maker (as that term is defined under the Exchange Act); and (2), in the case of an affiliate, the availability of certain public information about the CorporationCompany, and the amount of securities being sold during any three-month period not exceeding the limitations specified in Rule 144(e), if applicable. The Employee Consultant understands that, in the event that the Corporation Company does not qualify under Rule 701 at the time of purchase, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the resale occurring not less than one year after the party has purchased, and made full payment for, within the meaning of Rule 144, holding the securities to be sold; and, in for the case of an affiliate, or of a nonaffiliate who has held the securities less than two yearsrequisite holding period, (2) the availability of certain public information about the CorporationCompany, (3) the sale being made through a broker in an unsolicited "broker’s 's transaction" or in transactions directly with a market maker (as that term is defined under the Exchange Act), and (4) the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein, if applicable.

Appears in 1 contract

Sources: Restricted Stock Award Agreement (Juhl Energy, Inc)