Rule 4460 definition

Rule 4460 shall have the meaning set forth in Section 4.3(a) hereof.
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Examples of Rule 4460 in a sentence

  • The Company shall give the Nasdaq National Market timely notice of the issuance of the Shares and shall use all commercially reasonable efforts to maintain the Non-Quantitative Designation Criteria contained in Rule 4460 of the NASD Manual to the extent such criteria are within the control of the Company.

  • At an annual meeting of shareholders, any matter relating to the affairs of the Corporation may be brought up for action, unless the matter is subject to further notice requirements provided by law.

  • No approval of a number of outstanding shares of capital stock of Gold Banc greater than that required by Rule 4460 is required for approval of this Agreement and the consummation of the transactions contemplated hereby.

  • The Company shall seek a written determination from the Nasdaq Stock Market that the purchase and sale of the Maximum Shares at the Closing does not require stockholder approval under Rule 4460 of the Nasdaq National Market Issuer Designation Requirements (a "Written Determination").

  • Notwithstanding anything to the contrary herein and anything in any other Related Agreement, the Company makes no representation and warranty (and shall have no liability) arising from any requirement to obtain stockholder approval pursuant to the Nasdaq National Market Issuer Designation Requirements, including Rule 4460 thereunder, with respect to the issuance and sale of the Maximum Shares.

  • Stockholder approval for the issuance of the Preferred Shares is not required under NASD Rule 4460.

  • The Company has not issued (and will not issue) any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be subject to NASD Rule 4460 (or any successor rule) and which would be integrated with the sale of the Funded Shares to Purchaser for purposes of determining whether shareholder approval is required under such Rule.

  • The Buyer will, at the earliest practicable date, hold a meeting of its shareholders for the purpose of (i) approving the Mergers and the issuance of shares of the Buyer's Stock as the Merger Consideration (in accordance with applicable corporate Law and Rule 4460 of the Marketplace Rules of the Nasdaq Stock Market) and (ii) increasing the number of directors of the Buyer by seven, from 11 to 18.

  • The Company agrees to submit as soon as practicable, -------------------- for purposes of Rule 4460 of the NASDAQ, a proposal for approval by shareholders of the Company's Common Stock allowing conversion of Series F Preferred Stock in amounts greater than the Maximum Share Amount, as such term is defined in the Statement of Resolutions.

  • This Agreement has been, and all other agreements to be executed and delivered by Gold Banc will be prior to the Effective Time, duly executed and delivered by Gold Banc, subject, with respect to consummation of the Merger, to such approval of the Agreement and the Merger by the stockholders of Gold Banc in accordance with Rule 4460, and constitutes, or will constitute, the legal, valid and binding obligations of Gold Banc, enforceable against Gold Banc in accordance with their terms.

Related to Rule 4460

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

  • Rule 462 refer to such rules under the Act.

  • Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

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

  • 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.

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

  • 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 433 and “Rule 462” refer to such rules under the Act.

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

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • 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 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

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

  • Rule 430A and "Rule 462" refer to such rules under the Act.

  • 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 419 “Rule 424”, “Rule 430A”, “Rule 430B”, “Rule 433” and “Rule 462” refer to such rules under the Act.

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

  • Rule 430A Information means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.

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

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

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

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

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