Freely Tradeable Shares means Common Shares which, at the time of issuance thereof, (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) are eligible for resale by the Holder, without limitation or restriction (including any volume limitation or current public information requirement) under state or federal securities laws, pursuant to Rule 144 under the Securities Act or are the subject of an effective registration statement under the Securities Act covering the resale thereof, as provided for in the Registration Rights Agreement, and (iii) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction (assuming in the case of clauses (ii) and (iii), that such holder is not at the time of such conversion, and has not during the three (3) months immediately prior thereto been, an Affiliate of the Company).
Freely Tradeable Shares means any shares of Common Stock which, at the time of issuance thereof, (i) are duly authorized, validly issued, fully paid and non-assessable; (ii) are eligible for resale by the Lenders without limitation or restriction, including any volume limitations, under state or Federal securities laws pursuant to Rule 144 under the Securities Act or an effective Registration Statement; and (iii) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction.
Freely Tradeable Shares means shares of Common Stock which, at the time of issuance thereof, (A) are duly authorized, validly issued, fully paid and non-assessable; (B) are eligible for resale by the Lender, without limitation or restriction (including any volume limitation or current public information requirement) under state or Federal securities laws, pursuant to Rule 144 under the Securities Act; and (C) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction.
Examples of Freely Tradeable Shares in a sentence
The Corporation shall confirm by the end of the business day before the Interest Payment Date by Officer’s Certificate compliance with the above noted conditions for issuance of the Freely Tradeable Shares, and confirm the Current Market Price and the number of Freely Tradeable Shares to be issued in connection with the Interest Payment Date.
The Corporation shall issue or cause to be issued the Freely Tradeable Shares as at the Interest Payment Date, and deliver or cause to be delivered such Shares to the Debentureholders accordingly.
The Corporation shall satisfy its Interest Obligation on the Debentures on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for two-thirds of the Interest then due (equal to 5% per annum); and (ii) Freely Tradeable Shares for one-third of the Interest then due (equal to 2.5% per annum).
All shares of Common Stock issued and delivered pursuant to this Section 4 shall be Freely Tradeable Shares (and for the avoidance of doubt, only Freely Tradeable Shares shall be deemed to constitute Daily Issuance Shares and be applied to any Share Issuance Amount).
If the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares is to occur, or the Shares are not listed on the TSX, NYSE, TSX Venture Exchange or New York Stock Exchange on the applicable Interest Payment Date, the Corporation shall satisfy its entire Interest Obligation in cash.
More Definitions of Freely Tradeable Shares
Freely Tradeable Shares means Shares that, at the time of issuance thereof, (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) are the subject of an effective registration statement that is available for the resale thereof, as provided for in the Registration Rights Agreement, and (iii) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction.
Freely Tradeable Shares means shares of Common Stock which, at the time of issuance thereof, (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) are (A) eligible for resale by a Holder of the Notes, without limitation or restriction (including any volume limitation or current public information requirement) under state or federal securities laws, pursuant to Rule 144 under the Securities Act or (B) the subject of an effective registration statement under the Securities Act covering the resale thereof and then available therefor, as provided for in the Registration Rights Agreement; provided, that in the case of shares of Common Stock issuable upon exercise of the Warrants, such shares shall only be deemed Freely Tradeable Shares if the condition specified in this clause (ii)(B) is satisfied (and, for the avoidance of doubt, clauses (i) and (iii) of this definition are also satisfied) and (iii) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction (assuming in the case of clauses (ii) and (iii), that such Holder of the Notes is not at the time of such conversion, and has not during the three (3) months immediately prior thereto been, an Affiliate of the Company).
Freely Tradeable Shares means, with respect to Ordinary Shares issuable upon conversion of the Notes or pursuant to Section 2, Ordinary Shares for which each of the following conditions are met at the time of issuance of such Ordinary Shares to a Holder hereunder (i) (A) a registration statement covering all Registrable Securities (as defined in the Agreement) shall have become effective and shall remain effective, as the case may be, on the Final Maturity Date (in the case of Section 2(b)), the redemption date (in the case of Section 3) or the Conversion Date (in the case of Section 4(c)), as applicable (such date, the “Applicable Date”), in accordance with Section 8.1 of the Agreement and (B) a Suspension Notice shall not be in effect on the Applicable Date and the Company shall have agreed in writing not to deliver to the Holders a Suspension Notice (as defined in the Agreement) for at least 25 Trading Days following the Applicable Date, (iii) the resale of such Ordinary Shares shall not be restricted for at least 25 Trading Days following the Applicable Date by reason of the Company’s restrictions on trading to which the Holder are subject pursuant to the Agreement (including pursuant to Sections 7.1(c) thereof) or pursuant to the policies of the Company applicable to the members of its Board of Directors, and (iv) when issued, the Ordinary Shares shall be listed on the Nasdaq National Market (or such other principal national securities exchange or inter-dealer quotation system on which such shares are then traded).
Freely Tradeable Shares means shares of the Parent’s common stock that, at the time of determination, (i) may be sold without volume limitations pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) are registered for resale under the Securities Act.
Freely Tradeable Shares means shares of Common Stock which, at the time of issuance thereof, (i) are duly authorized, validly issued, fully paid and non-assessable, (ii) are (A) eligible for resale by a Holder of the Notes, without limitation or restriction (including any volume limitation or current public information requirement) under state or federal securities laws, pursuant to Rule 144 under the Securities Act or (B) the subject of an effective registration statement under the Securities Act covering the resale thereof and then available therefor, as provided for in the Registration Rights Agreement; provided, that in the case of shares of Common Stock issuable upon exercise of the Warrants, such shares shall only be deemed Freely Tradeable Shares if the condition specified in this clause (ii)(B) is satisfied (and, for the avoidance of doubt, clauses (i) and (iii) of this definition are also satisfied) and (iii) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction (assuming in the case of clauses(ii) and (iii), that such Holder of the Notes is not at the time of such conversion, and has not during the three (3) months immediately prior thereto been, an Affiliate of the Company).
Freely Tradeable Shares means shares of Series DF-1 Preferred Stock which, at the time of issuance thereof, (a)(i) are duly authorized, validly issued, fully paid and non-assessable, (ii) are eligible for resale by the Lenders, without limitation or restriction (including any volume limitation or current public information requirement) under state or Federal securities laws, pursuant to Rule 144 under the Securities Act, and (iii) do not bear, and are not subject to, any restrictive legend, stop transfer or similar restriction, and (b) are convertible into shares of Common Stock which, at the time of issuance thereof upon conversion of such shares of Series DF-1 Preferred Stock, (i) will be duly authorized, validly issued, fully paid and non-assessable, (ii) will be eligible for resale by any holder thereof, without limitation or restriction (including any volume limitation or current public information requirement) under state or Federal securities laws, pursuant to Rule 144 under the Securities Act, and (iii) will not bear, and will not be subject to, any restrictive legend, stop transfer or similar restriction (assuming in the case of clauses (b)(ii) and (b)(iii), that such holder is not at the time of such conversion, and has not during the three (3) months immediately prior thereto been, an Affiliate of the Borrower).
Freely Tradeable Shares has the meaning given to such term in Exhibit 2.3. “GAAP” means generally accepted accounting principles consistently applied as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession). “Governmental Authority” means any government, quasi-governmental agency, governmental department, ministry, cabinet, commission, board, bureau, agency, court, tribunal, regulatory authority, instrumentality, judicial, legislative, fiscal, or administrative or public body or entity, whether domestic or foreign, federal, state or local, having jurisdiction over the matter or matters and Person or Persons in question, including, but not limited to the FDA. “Guarantor” means each Subsidiary of the Borrower or other Person who provides a guaranty of the Obligations under the Security Agreement or other Loan Document. 8 141540134