Transfer-Restricted Security definition

Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

Transfer-Restricted Security means a Note that is a restricted security as defined in Rule 144(a)(3) under the Securities Act.

Transfer-Restricted Security means a Security required to bear the restricted legend set forth in the form of Security in Section 2.02.

Examples of Transfer-Restricted Security in a sentence

• Except as otherwise provided in this Indenture, and in addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Trustee relating to the manner of such transfer substantially in the form of the “Transferor Acknowledgement” set forth in Exhibit A.

• Each Certificate representing any Warrant that is a Transfer-Restricted Security will bear the Restricted Security Legend.

• In addition to the requirements set forth in the Restricted Note Legend, in connection with any transfer of a Transfer-Restricted Security, any request for transfer thereof will be accompanied by a certification to the Company and the Trustee relating to the manner of such transfer substantially in the form of the “Transferor Acknowledgement” set forth in Exhibit A.

• Each Affiliate Note and each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend.

• Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear the Restricted Stock Legend if the Company determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Stock Legend.

More Definitions of Transfer-Restricted Security

Transfer-Restricted Security means a Security required to bear the restricted legend set forth in the form of Security set forth in Exhibit A of this Indenture.

Transfer-Restricted Security means an issued and outstanding security that has not been sold to or through a broker, dealer or underwriter in a public distribution or other public securities transaction or sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Rule 144(k) promulgated thereunder (or any successor rule) other than Rule 144A.

Transfer-Restricted Security shall have the meaning assigned to Registrable Note in the Registration Rights Agreement.

Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144);provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

Transfer-Restricted Security has the meaning set forth in Section 2.12(f).

Transfer-Restricted Security has the meaning set forth in Section 2.12(e).

Transfer-Restricted Security means an issued and outstanding security that has not been sold to or through a broker, dealer or underwriter in a public distribution or other public securities transaction or sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Rule 144(k) promulgated thereunder (or any successor rule other than Rule 144A). A security shall cease being a Transfer Restricted Security if (i) all stop transfer instructions or notations and restrictive legends with respect to such security are eligible to be removed, and (ii) the Holder has received an opinion of counsel to the Company, to the effect that such shares in holder's hands are freely transferable in any public or private transaction without registration under the Securities Act (or holder has waived receipt of such opinion).