Rule 144 Eligible definition

Rule 144 Eligible means eligible for immediate resale under Rule 144 without limitation on the amount of securities sold under Rule 144(e) and without requiring discharge by payment in full of any promissory notes given to the Company prior to the sale of the securities under Rule 144(d)(2)(iii).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Rule 144 Eligible means eligible for immediate resale under Rule 144 without limitation on the amount of securities sold under Rule 144(e) and without requiring discharge by payment in full of any promissory notes given to Company prior to the sale of the securities under Rule 144(d)(2)(iii).

Rule 144 Eligible means eligible for immediate resale under Rule 144 without limitation on the amount of securities sold under Rule 144(e). “SEC Reports” includes all reports required to be filed by the Company under the Securities Act and/or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the Effective Date (or such shorter period as the Company was required by law to file such material) and for the period in which this Agreement is in effect.

Examples of Rule 144 Eligible in a sentence

All calculations and other determinations under provisions of this Agreement (including the final determination of the Fair Market Value of Rule 144 Eligible Shares) shall be performed and made in good faith by the New Capital Investor, and such good faith determinations shall be binding on all parties hereto.
The Investor agrees that unless the Warrant Shares covered by any Registration Statement are Rule 144 Eligible, it will publicly resell such Warrant Shares only pursuant to such Registration Statement, in a manner described under the caption “Plan of Distribution” in the Registration Statement, and in a manner in compliance with any applicable prospectus delivery requirements of the Securities Act.
The Investor agrees that unless the Common Shares covered by any Registration Statement are Rule 144 Eligible, it will publicly resell such Common Shares only pursuant to such Registration Statement, in a manner described under the caption “Plan of Distribution” in the Registration Statement, and in a manner in compliance with any applicable prospectus delivery requirements of the Securities Act.
The Company agrees to cause such legend to be removed immediately upon effectiveness of a registration statement covering the Series B Shares, or when any Series B Shares are Rule 144 Eligible.
All calculations and other ----------------------------------- determinations under provisions of this Agreement (including the final determination of the Fair Market Value of Rule 144 Eligible Shares) shall be performed and made in good faith by the New Capital Investor, and such good faith determinations shall be binding on all parties hereto.
Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Company or its Transfer Agent refuses to deliver any Delivery Shares to Investor on grounds that such Delivery Shares are not Rule 144 Eligible, Company shall deliver or cause its Transfer Agent to deliver the applicable Delivery Shares to Investor with a restricted securities legend, but otherwise in accordance with the provisions of this Section 2.1(e).
On the date that any of the Commitment Fee Shares first become Rule 144 Eligible, the Company shall cause all restrictive legends to be removed from the stock certificate(s) evidencing such Commitment Fee Shares, including without limitation causing the Company’s legal counsel to issue any necessary opinions to the Transfer Agent, and such Commitment Fee Shares shall be delivered to Investor or its designee as DWAC Shares on the date that such shares become Rule 144 Eligible.
The Company agrees to use its reasonable efforts to keep the Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares), after its date of effectiveness, continuously effective until the date (the “Termination Date”) on which there are no longer any Registrable Shares other than Rule 144 Eligible Shares.

More Definitions of Rule 144 Eligible

Rule 144 Eligible means Conversion Shares that are eligible for immediate resale without restriction pursuant to the registration exemption afforded by Rule 144.

Rule 144 Eligible means eligible for immediate resale under Rule 144 without limitation on the amount of securities sold under Rule 144(e).

Rule 144 Eligible shall have the meaning specified in Section 6.4(b).

Rule 144 Eligible means Delivery Shares that are eligible for immediate resale without restriction pursuant to the registration exemption afforded by Rule 144.