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

  • 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.

  • 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 Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds that the Conversion Shares are not Rule 144 Eligible, Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the provisions of this Section 8.

  • In conjunction therewith, Borrower will also deliver to Lender a written opinion from its counsel or its transfer agent’s counsel opining as to why the applicable Conversion Shares are not Rule 144 Eligible.

  • 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.

  • On or before the close of business on the third (3rd) Trading Day following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and the Conversion Shares are Rule 144 Eligible, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion Notice.

  • Notwithstanding any other provision of this Agreement, if during the Effectiveness Period any of the Registrable Securities become eligible for resale without restriction pursuant to Rule 144 (the Rule 144 Eligible Securities”) then the number of Registrable Securities outstanding at any one time shall be reduced by the number of Rule 144 Eligible Securities and the Company may at its option file an amendment to any Registration Statement to reduce the number of Registrable Securities accordingly.


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.
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Rule 144 Eligible means Delivery Shares that are eligible for immediate resale without restriction pursuant to the registration exemption afforded by Rule 144.
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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 toSection 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 suchmaterial) and for the period in which this Agreement is in effect.
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Related to Rule 144 Eligible

  • Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

  • Rule 144(k) means Rule 144(k) as promulgated under the Securities Act, or any successor rule.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • Securities Act means the Securities Act of 1933, as amended.

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • 1933 Act means the Securities Act of 1933, as amended.

  • Rule 144A Information means the information specified pursuant to Rule 144A(d)(4) of the Securities Act (or any successor provision thereto).

  • Form S-3 shall have the meaning given in subsection 2.3.

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • Rule 3a-5 means Rule 3a-5 under the Investment Company Act.

  • Rule 3a-7 means Rule 3a-7 under the Investment Company Act.

  • Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Rule 158 “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Ineligible means that the individual obtained the checks and clearances as described in sections 5n and 5q and is not considered appropriate to obtain a license, to be a member of the household of a group child care home or family child care home, or to be a child care staff member due to violation of section 5n, 5q, or 5r.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

  • Rule 145 means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

  • Rule 163 “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

  • Rule 144A Global Notes has the meaning set forth in Section 2.16.

  • Registrable Security means (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement or purchased in the IPO or at any time thereafter, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $2,000,000 made to the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.