Common use of I am familiar with Rule 144 Clause in Contracts

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 22 contracts

Samples: Stock Purchase Agreement (Unity Biotechnology, Inc.), Restricted Common Stock Award Agreement (Nexcore Healthcare Capital Corp), Rofr Agreement (Vir Biotechnology, Inc.)

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I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase acquisition and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 10 contracts

Samples: Compound License Agreement (Unity Biotechnology, Inc.), License Agreement (Unity Biotechnology, Inc.), Restricted Stock Grant Agreement (Unity Biotechnology, Inc.)

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares Shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares Shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning of Rule 144) for the sharesShares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares Shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 4 contracts

Samples: Restricted Securities Award Agreement (Nexcore Healthcare Capital Corp), Restricted Securities Award Agreement (Nexcore Healthcare Capital Corp), Restricted Securities Award Agreement (Nexcore Healthcare Capital Corp)

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the i)the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (Verrica Pharmaceuticals Inc.), Restricted Stock Purchase Agreement (Verrica Pharmaceuticals Inc.)

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I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertain, and may will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period six months after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company Company,: (A) the sale being made through a broker in an unsolicited “broker’s transaction”, ” or in transactions directly with a market maker maker, or in transactions constituting “riskless principal transactions, as those said terms are defined under the Securities Exchange Act Acts of 1933 and 1934, as amended, (B) the amount of shares being sold during any three-three month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Innovative Industrial Properties Inc)

I am familiar with Rule 144. I am familiar with Rule 144 adopted under the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the future is uncertainuncertain and I understand that if I am an affiliate of the Company, or a non-affiliate who has held the shares less than two years after my purchase and may full payment, that my ability to sell the shares under Rule 144 will depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period one year after my purchase and full payment (within the meaning of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made through a broker in an unsolicited “broker’s transaction”, ” or in transactions directly with a market maker or riskless principal transactionsmaker, as those terms are said term is defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-three month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable. I understand that the requirements of Rule 144 may never be met, and that the shares may never be saleable.

Appears in 1 contract

Samples: Restricted Share Agreement (Sungy Mobile LTD)

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