Freely Transferable definition

Freely Transferable means, with respect to any Security, the time at which (i) such Security may be sold to the public pursuant to Rule 144 under the 1933 Act by a person that is not an “affiliate” (as defined in Rule 144 under the 0000 Xxx) of the Company without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) either (A) such Security does not bear any restrictive legends relating to the 1933 Act or (B) the Company has advised the Holder of such Security that upon presentation of adequate proof of non-affiliate status, such legend would be removed.

Freely Transferable means securities which are freely transferable and traded in established and recognized markets and as to which there are readily available price quotations.

Freely Transferable means, with respect to any Security, the time at which (i) such Security may be sold to the public pursuant to Rule 144 under the 1933 Act by a person that is not an “affiliate” (as defined in Rule 144 under the 0000 Xxx) of the Company without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) either (A) such Security is not required to bear any restrictive legends relating to the 1933 Act or (B) upon presentation of adequate proof to the Company and the Trustee of non-affiliate status, such legend would be removed.

Examples of Freely Transferable in a sentence

• The Company and the Parent agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until two years after the Closing Date with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are Freely Transferable or cease to be outstanding.

• Notwithstanding anything in this Section 3 to the contrary, the requirements to file and consummate an Exchange Offer and/or file a Shelf Registration Statement shall terminate at such time as all the Registrable Securities are Freely Transferable.

• The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until two years after the Closing Date with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are Freely Transferable or cease to be outstanding.

• The fact that holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant to Rule 144 without such Securities having become Freely Transferable shall not (1) cause such Securities to cease to be Registrable Securities or (2) excuse the Company’s and the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration and Special Interest.

• The Company and any Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until two years after the Closing Date with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are Freely Transferable or cease to be outstanding.

More Definitions of Freely Transferable

Freely Transferable means, with respect to a Security, a Security that at any time of determination (i) is freely transferable without volume restrictions by a holder that is not an “affiliate” (as defined in Rule 144 under the 1933 Act (“Rule 144”)) of the Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) in accordance with Rule 144 , or otherwise, (ii) whose restrictive legend relating to the 1933 Act has been removed and (iii) does not bear a restricted CUSIP number.

Freely Transferable means, with respect to any Security, the time at which (i) such Security may be sold to the public pursuant to Rule 144 under the 1933 Act by a person that is not an “affiliate” (as defined in Rule 144 under the 1933 Act) of the Company without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) either (A) such Security does not bear any restrictive legends relating to the 1933 Act or (B) the Company has advised the Holder of such Security that upon presentation of adequate proof of non-affiliate status, such legend would be removed.

Freely Transferable means, with respect to any Note, that if it were not held by an affiliate (as defined in Rule 405 under the Securities Act) of the Company, it (i) may be resold to the public in accordance with Rule 144 without volume limitations, (ii) does not bear any restrictive legends relating to the Securities Act or, solely with respect to Notes in certificated form, the Holder thereof is entitled to have such legends removed and (iii) does not bear a restricted CUSIP number.

Freely Transferable has the meaning assigned to such term in the Registration Rights Agreement.

Freely Transferable means, with respect to the Ordinary Shares, the time at which (a) such Ordinary Shares may be sold to the public pursuant to Rule 144 by a Person that is not an “affiliate” (as defined in Rule 144) of the Company without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination); and (b) either (i) such certificate for Ordinary Shares does not bear any restrictive legends relating to the Securities Act, or (ii) the Company has advised the holder of such Ordinary Shares that upon presentation of adequate proof of non-affiliate status, such legend would be removed.

Freely Transferable means securities which are freely transferable and traded in established and recognized markets and as to which there are readily available price quotations. GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts.

Freely Transferable means, with respect to the Notes and the shares of Common Stock issuable upon the conversion of the Notes, if any, that such Notes and shares of Common Stock, if any, (1) are eligible to be sold by a Person who has not been an Affiliate of the Company during the preceding three months without any volume or manner of sale restrictions under the Securities Act, (2) do not bear a restricted security legend and (3) with respect to global securities only, are identified by an unrestricted CUSIP number in the facilities of the applicable depositary.