Resale Restriction Period definition

Resale Restriction Period means the period from the Issue Date until the date that is one year (in the case of Securities sold to Persons believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act) after the later of the Issue Date, the closing date of the issuance of any Additional Securities and the last date that the Issuer or any of its affiliates was the owner of the Securities or any predecessor of the Securities or 40 days (in the case of Securities sold outside the United States of America in reliance on Regulation S under the Securities Act) after the later of the Issue Date and when the Securities or any predecessor of the Securities are first offered to persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S.
Sample 1Sample 2Sample 3
Resale Restriction Period shall have the meaning set forth in Section 2.06. “Rule 144” means Rule 144 promulgated under the Securities Act.
Sample 1
Resale Restriction Period means (x), in the case of any Rule 144A Note, the period from the Issue Date until the date that is one year after the later of the Issue Date, the original issue date of the issuance of any Additional Note and the last date on which the Issuers or any Affiliate of the Issuers were the owner of any such Note (or any predecessor of any such Note) and (y), in the case of any Regulation S Note, the period from the Issue Date until the date that is 40 days after the later of the Issue Date, the original issue date of the issuance of any Additional Note and the date when any such Note (or any predecessor of any such Note was first offered to persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S.
Sample 1

Examples of Resale Restriction Period in a sentence

  • If a holder of New Notes proposes to resell or transfer notes under clause (e) of the immediately preceding paragraph before the applicable Resale Restriction Period ends, the seller must deliver to the Reorganized Parent and the trustee a letter from the purchaser in the form set forth in the applicable New Notes Indenture, which must provide, among other things, that the purchaser is an institutional investor that is acquiring the notes not for distribution in violation of the Securities Act.

  • Upon the expiration of the applicable Resale Restriction Period, such written certification shall no longer be required and beneficial ownership interests in the applicable Transfer Restricted Global Note shall be transferable in accordance with applicable law and the other terms of this Indenture.

  • Notwithstanding anything to the contrary in this Section 2.3, no Regulation S Global Note may be exchanged for a Definitive Note until the end of the applicable Resale Restriction Period and receipt by the Trustee and the Issuers of any certificates required by either of them pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

  • The resale restrictions below in this Section 2.06 will not apply after the applicable Resale Restriction Period ends.

  • During the Resale Restriction Period, beneficial ownership interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with their Applicable Procedures.

  • As further described in Article XI hereof, until the end of the Resale Restriction Period (as defined herein), the New Notes may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the Securities Act or an exemption from registration is available.

  • Prior to the expiration of the Resale Restriction Period, interests in a Regulation S Global Note may only be held through Euroclear or Clearstream.

Related to Resale Restriction Period

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Resale Period shall have the meaning assigned thereto in Section 2(a) hereof.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

  • Restriction Period means any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Restriction Release Date means such date, after the Effective Date, that the Board of Directors determines in good faith that it is in the best interests of the Corporation and its stockholders for the transfer restrictions set forth in this Article 4 to terminate.

  • Payment Restriction shall have the meaning set forth in Section 6.1.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Period of Restriction means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ( ), or (ii) the date on which the Underwriter has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Call Option Period has the meaning given to it in Condition 6.04 (Call Option);

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Registration Period shall have the meaning specified in Section 5(C), below.

  • Founder Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the last sales price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (B) the consummation by the Company of any subsequent liquidation, merger, stock exchange or other similar transaction, which results in all of the Company’s stockholders having the right to exchange their shares of the Common Stock for cash, securities or other property.

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Forfeiture Restrictions means any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the Recipient hereunder and the obligation to forfeit and surrender such shares to the Company.

  • Company Restricted Shares means all shares of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company, whether granted under a Company Stock Plan or otherwise.