Rule 144 Affiliate definition

Rule 144 Affiliate means with respect to any Person as of the applicable time of determination, that such Person is, as of such time, a “person” that is an “affiliate” of the Investor Stockholder within the meaning of Rule 144 of the Securities Act.
Rule 144 Affiliate means, with respect to any person as of the applicable time of determination, that such person is not as of such time, and has not been at any time during the preceding three months, a “person” that is an “affiliate” of the Company within the meaning of Rule 144.
Rule 144 Affiliate means, with respect to any person as of the applicable time of determination, that such person is not as of such time a “person” that is an “affiliate” of the Company within the meaning of Rule 144.

Examples of Rule 144 Affiliate in a sentence

  • In the case of a disposition pursuant to such an exemption, any such Rule 144 Affiliate shall deliver to the Company an opinion of counsel satisfactory to the Company that such disposition is so exempt.

  • Company shall have no obligation to maintain the effectiveness of any Registration Statement with respect to any Registrable Securities held by Shareholder following the earlier of (x) the termination of Shareholder’s rights under this Article IV (other than Section 4.3, Section 4.5 and Section 4.7) or (y) the date Shareholder ceases to be a Rule 144 Affiliate.

  • Micron shall have no obligation to maintain the effectiveness of any Shelf Registration with respect to any Registrable Securities held by a particular Stockholder following the earlier of (x) the termination of such Stockholder’s rights under this Article IV (other than Section 4.5, Section 4.7 and Section 4.11) or (y) the date such Stockholder ceases to be a Rule 144 Affiliate.

  • If Holder is not a Rule 144 Affiliate (as defined), the Shares will not bear any legend.

  • In the event that such Major Transaction is being consummated pursuant to an agreement between the Company (or any Rule 144 Affiliate thereof) and any other Person, the Company shall not deliver the written notice contemplated by the immediately preceding sentence unless such agreement has terminated.

  • Notwithstanding anything to the contrary contained herein, each Holder shall be deemed to have certified that it is not a Rule 144 Affiliate and has not been a Rule 144 Affiliate for the preceding three (3) months upon each delivery by such Holder of a Conversion Notice or compliance with the requirements of clause (ii) of Section 14.02(a), as applicable, unless such Holder otherwise advises the Company in writing.


More Definitions of Rule 144 Affiliate

Rule 144 Affiliate means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a holder of Series B Preferred Stock, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such holder will be deemed to be a Rule 144 Affiliate of such holder.
Rule 144 Affiliate has the meaning set forth in Section 14.02(h)(ii).
Rule 144 Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.
Rule 144 Affiliate means an “affiliate”, as such term is defined under Rule 144.
Rule 144 Affiliate means an “affiliate”, as such term is defined under Rule 144; provided, however, that for purposes of determining whether a Stockholder is a Rule 144 Affiliate hereunder by virtue of its beneficial ownership of securities of Micron, only those securities of Micron beneficially owned by the Stockholder as of the date of the Share Purchase Agreement, the Acquisition Shares held by the Stockholder, and any other shares of Common Stock issued by Micron to the Stockholder after the date of the Share Purchase Agreement, shall be taken into account.
Rule 144 Affiliate means an “affiliate”, as such term is defined under Rule 144; provided, however, that for purposes of determining whether a Stockholder is a Rule 144 Affiliate hereunder by virtue of its beneficial ownership of securities of Micron, only those securities of Micron beneficially owned by the Stockholder as of the date of the Share Purchase Agreement, the