Common use of I am familiar with Rule 144 Clause in Contracts

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than one year after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company, or a non-affiliate who has held the shares less than two years after my purchase and full payment: (A) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 6 contracts

Samples: Restricted Stock Purchase Agreement (Digital Music Group, Inc.), Restricted Stock Purchase Agreement (Digital Music Group, Inc.), ’s Restricted Stock Purchase Agreement (Digital Music Group, Inc.)

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I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales resale of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than one year after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company, or a non-affiliate who has held the shares less than two years after my purchase and full payment: (A) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Capnia, Inc.)

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares Conversion Shares under Rule 144 in the future is uncertain, and will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than one year after my purchase and full payment (within the meaning of Rule 144) for the sharesConversion Shares; and (iii) if I am an affiliate of the Company, or a non-affiliate who has held the shares Conversion Shares less than two years after my purchase and full payment: (A) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares Conversion Shares being sold during any three month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 1 contract

Samples: RICHFIELD OIL & GAS Co

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares Shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares Shares under Rule 144 in the future is uncertain, and will depend uponon, among other things: (i) the availability of certain current public information about the Company; , (ii) the resale occurring more than one year after my purchase and full payment (within the meaning of Rule 144) for the shares; Shares, and (iii) if I am an affiliate of the Company, or a non-affiliate who has held the shares Shares less than two years after my purchase and full payment: , (A) the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, ; (B) the amount of shares Shares being sold during any three three-month period not exceeding the specified limitations stated in Rule 144, ; and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (AquaBounty Technologies, Inc.)

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I am familiar with Rule 144. I am familiar with Rule 144 adopted under under, the Securities Act, which in some circumstances permits limited public resales of "restricted securities" like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than one year after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company, or a non-affiliate who has held the shares less than two years after my purchase and full payment: (A) the sale being made through a broker in an unsolicited "broker’s 's transaction" or in transactions directly with a market maker, as said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Trubion Pharmaceuticals, Inc)

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