Freely Tradable Shares. The Seller Shares were all purchased in a registered tender offer and, to the knowledge of Seller and Fortress, are not subject to restrictions on transfer, other than those imposed on Buyer by the Securities Act of 1933, in particular Rule 144 promulgated thereunder, the Securities Exchange Act of 1934 and other applicable laws and regulations.
Freely Tradable Shares. If, for whatever reason, any former VerticalOne stockholder receives shares of S1 Common Stock at the Effective Time that are either "restricted securities" within the meaning of SEC Rule 144(a)(3) under the Securities Act of 1933, as amended (the "Securities Act"), or otherwise (other
Freely Tradable Shares. The Company represents and warrants to Warrantholder that from and after the date of exercise of a portion or all of this Warrant, any Warrant Shares issuable upon such exercise shall be freely tradable and/or saleable by the Warrantholder under United States law and the rules and regulations of the New York Stock Exchange, and the Company agrees to have and maintain an effective registration statement that will allow the resale of the Warrant Shares by Warrantholder, at any time and from time to time during the Exercise Period.
Freely Tradable Shares. 2.1 WSGI acknowledges and agrees that the Hxxxxx Bay Fund Shares and the Hxxxxx Bay Master Fund Shares are being issued to Hxxxxx Bay pursuant to its “cashless” partial exercises of the Warrants, the Class A Notice of Exercise and the Class B Notice of Exercise, and that the Warrants have been held by Hxxxxx Bay in excess of two years. WSGI further acknowledges and agrees that the Hxxxxx Bay Fund Shares and the Hxxxxx Bay Master Fund Shares shall be freely tradable shares, without restriction of any kind (other than the sales restrictions contained in paragraph 5 of the Settlement Agreement), pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Immediately upon execution of this Settlement Agreement, in the Instructions and otherwise, WSGI shall cause ASTTC, or other applicable transfer agent or depository, to issue the Hxxxxx Bay Fund Shares and the Hxxxxx Bay Master Fund Shares to Hxxxxx Bay as freely tradable shares, without restriction of any kind and without any restrictive legend prohibiting their offering, sale or transfer or any other restrictive legend. WSGI, at its sole expense, agrees to take all such further action as Hxxxxx Bay may request to facilitate the foregoing. WSGI acknowledges that Hxxxxx Bay intends to offer, sell or transfer the Hxxxxx Bay Fund Shares and the Hxxxxx Bay Master Fund Shares, or a portion thereof, in accordance with Section 4(1) or Rule 144 of the Securities Act and other applicable securities laws and rules.
Freely Tradable Shares. If Purchaser makes the Stock Payment Election, the shares of Parent Common Stock to be issued in the Transactions shall, as of the Closing Date, be freely tradable shares in the public market that are registered for public resale under the Securities Act on a registration statement on Form S-3 that, to the extent necessary, has been declared effective by the SEC (and not withdrawn or terminated).
Freely Tradable Shares. The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and listed on NASDAQ. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock or delisting the Common Stock from NASDAQ, nor has the Company received any notice from the SEC or NASDAQ regarding the termination of such registration or the delisting of the Common Stock from NASDAQ. When issued, the Shares will be listed on NASDAQ at the Closing, subject to satisfaction by the Company of customary post-closing conditions imposed by NASDAQ in similar circumstances, and will be freely tradable by the Purchaser.
Freely Tradable Shares. The Freely Tradable Shares are freely tradable, without any restriction, including not being subject to any restrictive legend or other form of transfer restriction, and either will be transferred to Agent either in a transaction that is registered pursuant to a currently effective registration statement filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or in a transaction that is exempt from registration and that transfers to Agent Freely Tradable Shares that are not “restricted shares” within the meaning of Rule 144 under the Securities Act.
