Rule 144 Transaction definition

Rule 144 Transaction means a transfer of Conversion Shares (A) complying with Rule 144 as such Rule is in effect on the date of such transfer (but not including a sale other than pursuant to "brokers' transactions" as defined in clauses (1) and (2) of paragraph (g) of such Rule as in effect on the date hereof) and (B) occurring at a time when Conversion Shares are registered pursuant to Section 12 of the Securities Exchange Act.

Rule 144 Transaction means a transfer of Common Stock (a) complying with Rule 144 under the Securities Act (or any successor statute or rule) as such Rule (or such successor statute or rule, as the case may be) is in effect on the date of such transfer (but not including a sale other than pursuant to a "brokers transaction" as defined in clauses (1) and (2) of paragraph (g) of such Rule as in effect on the date hereof) and (b) occurring at a time when shares of Common Stock are registered pursuant to Section 12 of the Exchange Act (or any successor to such Section).

Rule 144 Transaction means any Sale of 8% Preferred Stock Series A or Conversion Shares made in reliance on Rule 144 (as in effect on the date hereof) which complies with paragraphs (d), (e), (f) and (g) thereof (as in effect on the date hereof), regardless of whether at the time of such sale the seller is entitled to rely upon paragraph (k) of Rule 144 in connection with the Sale of such shares.

Examples of Rule 144 Transaction in a sentence

• Any Subject Securities transferred by a Stockholder (other than pursuant to an effective registration statement under the 1933 Act or a Rule 144 Transaction) shall be held by the transferee thereof pursuant to this Agreement.

• Any Subject Securities transferred by a Stockholder (other than pursuant to an effective registration statement under the Securities Act or a Rule 144 Transaction if the Subject Securities are listed or admitted to trading on an Active Trading Market) shall be held by the transferee thereof pursuant to this Agreement.

• If after the ROFR Commencement Date the selling TMM Holder proposes to sell Voting Securities to a Competitor (it being agreed that no Disposition pursuant to a Public Offering or a Rule 144 Transaction will be deemed to give rise to this right of first refusal), then KCS shall have a right of first refusal.

• All Shares transferred by a Stockholder (other than pursuant to an effective registration statement under the Securities Act or pursuant to a Rule 144 Transaction) shall, except as otherwise expressly stated herein, be held by the Transferee thereof pursuant to this Agreement.

• As to any particular Registrable Securities, 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 1933 Act and such securities shall have been disposed of in accordance with such registration statement, (b) such securities shall have been sold under a Rule 144 Transaction or (c) such securities shall have ceased to be outstanding.

More Definitions of Rule 144 Transaction

Rule 144 Transaction means a transfer of Common Stock (a) complying with Rule 144 under the 1933 Act as such rule or a successor thereto is in effect on the date of such transfer (but only a sale pursuant to a "brokers transaction" as defined in clauses (i) and (ii) of paragraph (g) of Rule 144 as in effect on the date hereof) and (b) occurring at a time when the Common Stock is registered pursuant to Section 12 of the 1934 Act. "Sale Request" shall have the meaning set forth in Section 2.5(a). "Schedule of Stockholders" shall refer to the Schedule of Stockholders attached hereto as Exhibit A as from time to time amended pursuant to Section 4.2. "SEC" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the 1933 Act. "Stockholder" shall mean any party hereto other than the Company, including any Person who hereafter becomes a party to this Agreement pursuant to Section 4.13 hereof. "Stockholder Group" shall mean any of (a) the JWC Holders taken as a group or (b) the Management Holders taken as a group. The Company shall not in any case be deemed to be a member of any Stockholder Group (whether or not the Company holds or repurchases any Common Stock Equivalents). "Subject Securities" shall mean any Common Stock or Vested Options now or hereafter held by any Stockholder. "Subsidiary" with respect to any Person (the "parent") shall mean any Person of which such parent, at the time in respect of which such term is used, (a) owns directly or indirectly more than fifty percent (50%) of the equity or beneficial interest, on a consolidated basis, or (b) owns directly or controls with power to vote, indirectly through one or more Subsidiaries, shares of capital stock or beneficial interest having the power to cast at least a majority of the votes entitled to be cast for the election of directors, trustees, managers or other officials having powers analogous to those of directors of a corporation. Unless otherwise specifically indicated, when used herein the term Subsidiary shall refer to a direct or indirect Subsidiary of the Company. "Third Party" means any Person other than the Company. "Transfer" shall mean to transfer, sell, assign, pledge, hypothecate, give, grant or create a security interest in or lien on, place in trust (voting or otherwise), assign an interest in or in any other way encumber or dispose of, directly or indirectly and whether or not by operation of law or for value, any of the Subject Securities. "Vested Option...

Rule 144 Transaction means any Sale of Shares within the volume limitations of Rule 144(e) under the Securities Act (as in effect on the date hereof) (or, if the seller is entitled to rely upon paragraph (k) of Rule 144, within two times the volume limitations of Rule 144(e) that would have applied if the seller was not entitled to rely upon paragraph (k) of Rule 144) to a Person who, to the knowledge of the seller, does not beneficially own more than 5% of the then outstanding Common Stock.

Rule 144 Transaction means any Sale of Shares made in reliance upon, and in accordance with, Rule 144.

Rule 144 Transaction means any Sale of Oxy Shares made in reliance upon Rule 144 (as in effect on the date hereof) that complies with paragraphs (d), (e), (f) and (g) thereof (as in effect on the date hereof); provided that, if, at the time of such Sale, the seller would otherwise be entitled to rely upon paragraph (k) of Rule 144 in connection with such Sale, the number of Oxy Shares included in such Sale, together with all other Sales of Oxy Shares by such seller and its affiliates within any three-month period that includes the date of such Sale, shall not exceed 1,500,000 Oxy Shares.

Rule 144 Transaction means sale(s) of Common Stock made in accordance with the provisions of Rule 144 under the Securities Act, as currently in effect, including the brokers’ transaction, volume and manner of sale provisions thereof.

Rule 144 Transaction means a transfer of Shares or Conversion Shares (A) complying with Rule 144 as such Rule is in effect on the date of such transfer (but not including a sale other than pursuant to (i) "brokers' transactions" as defined in clauses (1) and (2) of paragraph (g) or (ii) paragraph (k) of such Rule as in effect on the date hereof) and (B) occurring at a time when Shares (in the case of a transfer of Shares) or Conversion Shares (in the case of a transfer of Conversion Shares) are registered pursuant to Section 12 of the Securities Exchange Act.

Rule 144 Transaction means any Sale of Oxy Shares or Holdings Shares made -------------------- in reliance upon Rule 144.