Rule 144 Stock Sample Clauses

Rule 144 Stock. Notwithstanding the foregoing provisions of this Article 11, LifeQuest shall not be obligated to effect a registration pursuant to Section 11.4(a) with respect to the Merger Consideration which could then be sold pursuant to Rule 144 under the Securities Act.
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Rule 144 Stock. Notwithstanding the foregoing provisions of this Article 13, the Company shall not be obligated to effect a registration pursuant to Section 13.5(b) or (c) with respect to Stock Merger Consideration which could then be sold pursuant to Rule 144 under the Securities Act.
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Rule 144 Stock. All preferred shares issued pursuant to this MOU shall be for investment and not for resale. Accordingly, each share certificate issued and delivered under the provisions hereof shall contain the legend set forth in Rule 144A of Regulation D, as amended and promulgated under the Act. This securities legend shall carry restrict-tions on resale for a period of at least six (6) months. The restriction upon the free alienation of the stock will protect the value of all shareholders of both Kore and Jet Stream by prohibiting immediate sales (or “shorting”) upon or soon after the issuance and transfer of the stock. Such sales traditionally reduce the share price in the capital markets and aggregate capitalization of the securities. The legend confirming the restrictions on sale can be removed when the stipulated holding period has passed. This will require the drafting and delivery of an opinion of counsel letter by a qualified securities attorney acceptable to the transfer agent of the issuer and full compliance with the provisions of Rule 144. The restrictions placed upon the resale of the securities in question do not apply to the transfer of the stock to related parties via (i) an inter vivos or testamentary transfer in a revocable or irrevocable trust (ii) a transfer and change of ownership caused by the pro-bate of a shareholder’s Last Will and Testament, or (iii) as a donation or gift to a recog-nized Section 501(c)(3) non-profit organization.
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Rule 144 Stock. As long as VRIC or its designees (the “SMC Shareholders”) own the SMC Merger Shares, SMC covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by SMC after the date hereof pursuant to the Exchange Act, and, if SMC is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the SMC Shareholders and make publicly available in accordance with Rule 144(c) of the Securities Act such information as is required for the SMC Shareholders to sell the SMC Merger Shares under Rule 144 of the Securities Act. SMC further covenants that at such time as any of SMC Merger Shares become available for resale in accordance with the terms and conditions of Rule 144 of the Securities Act, SMC will take such further action as any holder of SMC Merger Shares may reasonably request, to the extent required from time to time to enable such person to sell such SMC Merger Shares without registration under the Securities Act pursuant to the requirements of Rule 144 of the Securities Act.
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Rule 144 Stock. EMPLOYEE agrees and recognizes that all shares of the common stock of TMEX issued to him under this agreement have not been registered under Section 5 of the Securities Act of 1933 and are "restricted securities" as that term is defined in Rule 144 (a) (3) [17 CFR 230.144(a)(3)] and are subject to the resale limitations which require a holding period of at least one-year before resale measured from the date they are acquired. For restricted securities held between one and two years, other provisions of the rule require that limited amounts may be resold only in ordinary brokerage transactions with a notice of the resale to be filed with the Securities Exchange Commission. After a two-year holding period they may be resoled by a non-affiliate without any restrictions.
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Rule 144 Stock. Notwithstanding the foregoing provisions of this Article 22, Rush shall not be obligated to effect a registration pursuant to Article 22 with respect to the Rush Stock subject to the Rush Option Agreement which could then be sold pursuant to Rule 144 under the Securities Act.
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Rule 144 Stock. During the initial term of this Agreement, at the end of each month, Company shall issue 8,000 shares of its restricted 144 stock to Consultant (that on a cumulative basis total no more than 96,000 shares), if in Company's sole, good faith opinion, Consultant has fulfilled Consultant's Investor Relations activities ("IR") for that month. Company and Consultant will work together to develop a list of monthly IR activities that will be the basis for determining if Consultant has met his monthly activity requirements. This list of IR activities shall be updated by the Parties from time to time so as to be appropriate for the market conditions at the time.
Sample 1
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Related to Rule 144 Stock

  • Rule 144 Sale Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities held by any Holder (i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule 144).

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act.

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

  • Rule 144 The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

  • Rule 144 and Rule 144A For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • Rule 144 Transfers If the transfer is being effected pursuant to Rule 144:

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • Securities Act “Securities Act” shall mean the Securities Act of 1933, as amended.

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

  • Rule 144A Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

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