Freely Tradable Shares Sample Clauses

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.
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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.
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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.
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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
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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.
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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. 2.2 WSGI, in addition to the foregoing, acknowledges that Hxxxxx Bay shall make an application or applications pursuant to Section 3(a)(10) of the Securities Act, seeking, along with related relief, judicial approval of the issuance of the Hxxxxx Bay Fund Shares and the Hxxxxx Bay Master Fund Shares and providing 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); and WSGI hereby expressly consents to the application or applications. WSGI, at its sole cost, shall do all things and take all actions, including, without limitation, to execute any stipulations, affidavits or other documents and to appear as a witness at any hearing, as may be requested by Hxxxxx Bay, in support of the foregoing application or applications. WSGI acknowledges that upon issuance of a court order pursuant to Section 3(a)(10) of ...
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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).
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Related to Freely Tradable Shares

  • Common Shares 4 Company...................................................................................... 4

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Common Stock 1 Company........................................................................1

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Parent Stock (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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