Freely Tradeable Common Stock definition

Freely Tradeable Common Stock means Common Stock (A) for which a registration statement with respect to the sale of such Common Stock shall have become effective under the Act and all of such Common Stock may be disposed of from time to time in transactions on the principal exchange or market where such Common Stock is publicly traded or in negotiated transactions, (B) all of which may be distributed immediately to the public pursuant to Rule 144 (or any successor provision) under the Act, or (C) all of which is represented by certificates not bearing a legend restricting transfer and the disposition of which Common Stock does not require registration or qualification under the Act or any state securities laws then in force.
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Freely Tradeable Common Stock means Common Stock (i) for which a registration statement with respect to the sale of such Common Stock shall have become and shall remain continuously effective under the Act and listing application shall have been made, in each case permitting all of such Common Stock to be disposed of from time to time in transactions on the principal exchange or market where such Common Stock is publicly traded or in a registered
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Freely Tradeable Common Stock means, with respect to any shares of Common Stock issued pursuant to this Section 2.9 either (a) such shares are registered for issuance or resale under the Securities Act under an effective registration statement filed with the SEC or (b) such shares are eligible for resale by the Lenders that are not affiliates (as defined in Rule 144(a)(1) of the Securities Act) of the Borrower without the need for registration under any applicable federal or state securities laws on or after December 28, 2013; provided that, in the case of (b), the issuance of Freely Tradeable Common Stock is predicated on reliance by the Borrower on the continuing representation by such Lender under this subsection, unless such Lender provides otherwise in writing to the Borrower at least two business days prior to each Interest Payment Date on or after December 28, 2013 (each Interest Payment Date on and after December 28, 2013 a “Rule 144 Interest Payment Date” and together the “Rule 144 Interest Payment Dates”), that on and after each Rule 144 Interest Payment Date (i) such Lender will have acquired the Notes from the Borrower more than six months prior to each Interest Payment Date and (ii) such Lender will not be, and will not have been during the three months preceding such Rule 144 Interest Payment Date, an officer, director, or 10% or greater shareholder of the Borrower or in any other way an “affiliate” of the Borrower (as that term is defined in Rule 144(a)(1)). For the avoidance of doubt, shares that meet the requirements of clause (b) shall be considered Freely Tradeable Common Stock even with respect to such shares that may be issued to affiliates of the Borrower in accordance with Section 2.9 of this Agreement.
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Examples of Freely Tradeable Common Stock in a sentence

  • Except as set forth in this Section 9.03(c), for purposes of determining any cash payment to be made in respect of a Qualifying Fundamental Change Payment, each share of Freely Tradeable Common Stock will be valued at 95% of the Stock Price as determined in Section 9.03(b).

  • For any Optional Redemption Date that occurs prior to June 9, 2025, the Company will make a Redemption Interest Make-Whole Payment to the converting Holder, payable in cash and/or Freely Tradeable Common Stock, at the Company’s option and in accordance with the Indenture, equal to the sum of the remaining scheduled payments of Interest that would have been made on the Notes to be redeemed had such Notes remained outstanding from the Optional Redemption Date through and including June 9, 2025.

  • For all time periods, the number of shares of Freely Tradeable Common Stock a converting Holder will receive, if any, will be the number of shares equal to the amount of the Conversion Interest Make-Whole Payment to be paid in Freely Tradeable Common Stock to such Holder, divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the Common Stock for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date.

  • Each Holder shall have the right to receive payment or delivery, of (x) the Principal (including the Fundamental Change Repurchase Price, if applicable), (y) accrued and unpaid Interest, if any, on, and (z) the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money and/or Freely Tradeable Common Stock, as the case may be, pursuant to the Indenture.

  • The Company will have the option to pay any Conversion Interest Make-Whole Payment in cash and/or by delivering Freely Tradeable Common Stock.

  • For all time periods, the number of shares of Freely Tradeable Common Stock a converting Holder will receive, if any, will be the number of shares equal to the amount of the Interest Make-Whole Payment to be paid in Freely Tradeable Common Stock to such Holder, divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the Common Stock for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Conversion Date.

  • In lieu of making any payment of accrued and unpaid interest in respect of the Notes in cash and subject to the provisions of this Section 2.9, the Borrower may elect to satisfy all or any such payment by the issuance to the Lenders of shares of Freely Tradeable Common Stock (an “Interest Share Issuance”).

  • For all time periods, the number of shares of Freely Tradeable Common Stock to be issued as Common Stock Interest, if any, shall equal the amount of the payment (or portion thereof) to be paid in Freely Tradeable Common Stock divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the Common Stock for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Interest Payment Date (the “Common Stock Interest Share Amount”).

  • In order for the Company to convert the 1996 Series A Preferred Stock into Freely Tradeable Common Stock pursuant to SECTION 8.3 above, the Company shall deliver written notice to the holders of the 1996 Series A Preferred Stock that it elects to convert all of such shares (the "CONVERSION NOTICE").

  • In lieu of making any payment of accrued and unpaid interest in respect of the Notes in cash, at any time after the first anniversary of the Closing Date, and subject to the provisions of this Section 2.9, the Borrower may elect to satisfy any such payment by the issuance to the Purchasers of shares of Freely Tradeable Common Stock (an “Interest Share Issuance”).


More Definitions of Freely Tradeable Common Stock

Freely Tradeable Common Stock means, with respect to any shares of Common Stock issued pursuant to this Section 2.9, either (a) the shares are registered for primary issuance under the Securities Act under an effective registration statement filed with the SEC or (b) such shares are eligible for resale by the Purchasers without restriction and without the need for registration under any applicable federal or state securities laws; provided that in the case of clause (b), the Borrower shall have delivered to the Purchasers an opinion of counsel reasonably satisfactory to the Purchasers, substantially in the form agreed upon by the parties on the date hereof, relating to such shares of Common Stock.
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Related to Freely Tradeable Common Stock

  • Freely Tradeable means shares that may be sold at any time by the Consultant free of any contractual or other restriction on transfer and which have been appropriately listed or registered for such sale on all securities markets on any shares of the Common Stock are currently so listed or registered; and (ii) the Company shall be responsible for the payment of the reasonable out-of-pocket costs and expenses of Consultant incurred prior to, or on or after the date of this Agreement, in connection with its engagement under this Agreement, including, but not limited to, reasonable fees and disbursements of counsel for Consultant, travel and related expenses, document production and computer database charges. The Company shall reimburse Consultant for such costs and expenses as they are incurred, promptly after receipt of a request for reimbursement from Consultant.

  • Common Shares means the common shares in the capital of the Corporation;

  • Freely Tradable means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 or otherwise if held by a Person that is not an Affiliate of the Company, and that has not been an Affiliate of the Company during the immediately preceding three (3) months, without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act (except that, during the six (6) month period beginning on, and including, the date that is six (6) months after the Last Original Issue Date of such Note, any such requirement as to the availability of current public information will be disregarded if the same is satisfied at that time); provided, however, that from and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note (x) is not identified by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears the Restricted Note Legend. For the avoidance of doubt, whether a Note is deemed to be identified by a “restricted” CUSIP or ISIN number or to bear the Restricted Note Legend is subject to Section 2.12.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Reference Shares means, in respect of the exercise of Investor Cash Settlement Rights or Conversion Rights by a Bondholder, the number of Shares (rounded down, if necessary, to the nearest whole number of Shares) determined in good faith by the Calculation Agent by dividing the aggregate principal amount of the Bonds being the subject of the relevant exercise of Investor Cash Settlement Rights or Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Sections 5.4(a)(i), (ii), (iv), (v), (vi), (viii), (ix) or (x) in circumstances where the relevant Delivery Date falls on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

  • Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.

  • Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • Class B Common Shares means the Class B Convertible Voting Common Shares of the Company, par value $1.00 per share.

  • Class A Common Stock means the Class A Common Stock, par value $.01 per share, of the Company.

  • Class D Common Stock means the Class D Common Stock, par value $0.01 per share, of the Company.

  • Common Share means one share of the common stock of the Company.

  • Company Common Shares means the common shares in the capital of the Company;

  • Founders’ Common Stock means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO for a price of approximately $0.005875 per share;

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.