Rule 144 Restrictions Sample Clauses
The Rule 144 Restrictions clause defines the limitations and conditions under which restricted or control securities can be resold without registration under the Securities Act of 1933. In practice, this clause typically outlines the required holding periods, volume limitations, and manner of sale requirements that must be met before such securities can be legally sold in the public market. Its core function is to ensure compliance with federal securities laws, thereby preventing unregistered or improper sales and protecting both issuers and investors from regulatory violations.
Rule 144 Restrictions. The Lender is aware of the provisions of Rule 144 promulgated under the Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: (i) the availability of certain public information about the Company; (ii) the resale occurring not less than one (1) year after the party has purchased and paid for the securities to be sold; (iii) 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 Exchange Act) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein.
Rule 144 Restrictions. The Holder is aware of the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: (i) the availability of certain public information about the Company; (ii) the resale occurring not less than one (1) year after the party has purchased and paid for the securities to be sold, unless such securities are registered; (iii) the sale being
Rule 144 Restrictions. The First Option Shares, the Second Option --------------------- Shares, the Third Option Shares, the Fourth Option Shares (collectively the "Option Shares") and share purchased by the exercise of Warrants, if any, shall be "restricted securities" as such term is defined in Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as amended (the "Securities Act") and the certificates representing such securities shall bear a legend as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAW OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS THE COMPANY AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR THE SECURITIES LAWS OF SUCH STATES."
Rule 144 Restrictions. Exchange: Registration of Transfer.
(a) The Warrants shall be "restricted securities" as such term is defined in Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as amended, ("The Securities Act") and the certificates representing such securities shall bear a legend as follows:
Rule 144 Restrictions. The First Option Shares, the Second Option Shares, the Third Option Shares, and the Fourth Option Shares (collectively the "Option Shares") and shares purchased by the exercise of Warrants, if any, shall be "restricted securities" as such term is defined in Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as