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 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.

• Freely Transferable Debt issued by the U.S. Treasury Department or backed by the full faith and credit of the United States.

• Until the Notes (other than unsold allotments of the Initial Purchasers) are Freely Transferable, the Issuers shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and deliver a counterpart to this Agreement which subjects such Person to the provisions of this Agreement as a Guarantor.

• Upon such Exchange Offer Registration Statement becoming effective under the Securities Act, the Company shall offer the Exchange Securities in return for surrender of the Securities; provided, however, that the Company shall not be required to consummate such Exchange Offer if all of the Securities are Freely Transferable on or before the 366th day following the Closing Date.

• Following the earlier of (i) the time the Registrable Securities become Freely Transferable or (ii) the cure of all Registration Defaults, the accrual of Additional Interest on such Registrable Securities will cease and the interest rate will revert to the original rate.

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

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 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 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 a Security that at any time of determination (i) may be transferred in accordance with Rule 144 by a person that is not an “affiliate” (as defined in Rule 144) of the Company where no conditions under Rule 144 are then applicable (other than the holding period requirement of paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating to the Act.