Rule 144 Sales definition

Rule 144 Sales means sales pursuant to Rule 144 under the Securities Act (or any successor rule or regulation) and in compliance with the requirements of paragraphs (c), (e) and (f) of such Rule, without giving effect to paragraph (k) of such rule.
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Rule 144 Sales has the meaning set forth in §6(h).
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Rule 144 Sales means transfers pursuant to Rule 144 under the Securities Act (or any successor rule or regulation) that are in compliance with the requirements of paragraphs (c), (e) and (f) of the rule, without giving effect to paragraph (k) of the rule.
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Examples of Rule 144 Sales in a sentence

  • In such agreement the Representative will agree to execute such Rule 144 Sales on a competitive basis.

  • Such agreements between the Representative and the Covered Persons will also provide that any sales of shares of Common Stock of the Company by such persons during the three year period after the effective date of the Registration Statement under Rule 144 promulgated by the SEC under the Act ("Rule 144 Sales"), will be executed only through the Representative acting as a broker or dealer.

  • Rule 144 Sales Of the 68,000,000 outstanding shares of common stock at May 12, 2006 held by present stockholders, 55,000,000 are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended.

  • The rights and obligations arising from this Agreement shall be transferred in connection with the transfer by a Stockholder to any Person of any shares of Common Stock in compliance with this Agreement, other than in a registered public offering or in Rule 144 Sales, and any such Person shall conclusively be deemed to have agreed to be bound by this Agreement.

  • Rule 144 Sales; Cooperation By The Company 14 ARTICLE 3 Indemnification and Contribution Section 3.01.

  • Except as otherwise permitted under Section 2.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings pursuant to this Agreement, a Stockholder may sell or otherwise transfer shares of Common Stock only in compliance with the provisions of this Section 2.3.

  • Refusal For Third Party Offers 4.2 Right of First Refusal for Sales in Registered Offerings 4.3 Right of First Refusal for Rule 144 Sales During 1994 4.4 Right of First Refusal for Rule 144 Sales During 1995 and Thereafter 4.5 Prohibition Against Encumbrances 4.6 CEA II, Ltd.

  • Except as otherwise permitted under Section 3.2 of this Agreement, and except for Rule 144 Sales and sales of shares in public offerings, a Stockholder may sell or otherwise transfer Common Shares and Preferred Shares only in compliance with the provisions of this Section 3.3.

  • Accordingly, if during the period commencing the date of the first Closing and ending 24 months from the date of final Closing, the Company fails to maintain a current filing status with the SEC to allow Rule 144 Sales, a holder of a Unit shall be entitled to liquidated damages of 1% per calendar month capped at the dollar amount such holder invested; provided, however, that an affiliate of the Company shall not be entitled to such liquidated damages.

  • SEC Position on Rule 144 Sales The SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an “underwriter” under the Securities Act of 1933 when reselling the securities of a blank check company.


More Definitions of Rule 144 Sales

Rule 144 Sales means open market sales pursuant to Rule 144 under the Securities Act (or any successor rule or regulation).
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Related to Rule 144 Sales

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

  • 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.

  • Rule 144A means Rule 144A promulgated 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.

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

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

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

  • Rule 144A Information shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

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

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

  • Resale means the subsequent sale or lease on a commercial basis, with or without adding value, of a telecommunications service purchased from RCP or a Telecommunications Provider.

  • Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

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

  • 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act.

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

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

  • Rule 144A Letter As defined in Section 5.02(b).

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Volume means a volume of electrical generating capacity or DSR capacity in a time period, expressed in MWh;

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

  • CSD Regulations means the CSD’s rules and regulations applicable to the Issuer, the Agent and the Notes from time to time.

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