Delegend Date definition

Delegend Date means the earliest of the date that (a) a registration statement with respect to the Common Stock has been declared effective by the Commission or (b) all of the Common Stock has been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the six (6) month anniversary of (I) the Closing Date if a New Warrant is exercised pursuant to a cashless exercise or (II) the date of the related cash exercise of the New Warrants provided, in each case that the applicable holder of the New Warrants or the Common Stock, as the case may be, is not an Affiliate of the Company, the Company is in compliance with the current public information required under Rule 144 (“Current Public Information Requirement”) and all such Common Stock may be sold pursuant to Rule 144 or an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions; provided, further, however, that if the Company fails to comply with the Current Public Information Requirement at any time following the applicable six (6) month anniversary set forth above and the one (1) year anniversary of the Closing Date, the Company shall promptly provide notice to the Holder and the Holder undertakes not to sell such Common Stock pursuant to Rule 144 until the Company notifies the Holder that it has regained compliance with the Current Public Information Requirement; and provided further, that if a delegending is in effect solely as the result of the effectiveness of a registration statement covering the resale of any Common Stock, the Holder undertakes not to sell any such Common Stock if the Holder is notified or otherwise becomes aware that such registration statement has been withdrawn or suspended, contains a material misstatement or omission or has become stale. The Holder agrees with the Company that the Holder will sell or transfer any New Warrants or shares of Common Stock underlying New Warrants pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend fr...
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Delegend Date means the earliest of: (i) while a registration statement covering the resale of the Warrant Shares is effective under the Securities Act, (ii) following any sale of the Warrant Shares pursuant to Rule 144 under the Securities Act, (iii) if the Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Warrant Shares and without volume or manner-of-sale restrictions, (iv) if the Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 as to the Warrant Shares, or (v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).
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Delegend Date means the earliest of the date that (a) a registration statement with respect to the Additional Shares and Warrant Shares has been declared effective by the Commission, (b) all of the Additional Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the six (6) month anniversary of the Closing Date provided that a Holder of Additional Shares or Warrant Shares is not an Affiliate of the Company, the Company is in compliance with the current public information required under Rule 144 (“Current Public Information Requirement”) and all of the Additional Shares and Warrant Shares may be sold pursuant to Rule 144 or an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions; provided, further, however, that if the Company fails to comply with the Current Public Information Requirement at any time following the six (6) month anniversary of the Closing Date and the one (1) year anniversary of the Closing Date, the Company shall promptly provide notice to the Holder and the Holder undertakes not to sell any of the Additional Shares and the Additional Warrants pursuant to Rule 144 until the Company notifies the Holder that it has regained compliance with the Current Public Information Requirement.
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Examples of Delegend Date in a sentence

  • The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Delegend Date (as defined below) if required by the Company and/or the transfer agent to effect the removal of the legend hereunder, which opinion shall be in form and substance reasonably acceptable to the Holder.

  • The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Delegend Date if required by the Company and/or the transfer agent to effect the removal of the legend hereunder, which opinion shall be in form and substance reasonably acceptable to the Holder.

  • The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Delegend Date (as defined below) if required by the Company and/or the transfer agent, or requested by the Holder, to effect the removal of the legend hereunder.

  • The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Delegend Date (as defined below) if required by the Company and/or the transfer agent, or if requested by the Holder, in connection with the removal of the legend hereunder, which opinion shall be in form and substance reasonably acceptable to the Holder.

  • The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Delegend Date if required by the Company and/or the transfer agent to effect the removal of the legend hereunder, which opinion shall be in form and substance reasonably acceptable to you.

  • From and after the Delegend Date, such Warrant Shares shall be issued free of all legends.

  • The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder, or at the request of the Holder, which opinion shall be in form and substance reasonably acceptable to the Holder.

  • The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly after the Delegend Date (as defined below) if required by the Company and/or the transfer agent, or requested by the Holder, to effect the removal of the legend hereunder, which opinion shall be in form and substance reasonably acceptable to the Holder.

  • From and after the Delegend Date, such New Warrant Shares shall be issued free of all legends.

  • The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder, or at the request of the Purchaser, which opinion shall be in form and substance reasonably acceptable to the Purchaser.


More Definitions of Delegend Date

Delegend Date means the earliest of the date that (a) a registration statement with respect to the Common Stock has been declared effective by the SEC or (b) all of the Common Stock has been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the Current Public Information Requirement and without volume or manner-of-sale restrictions or (c) following the six (6) month anniversary of (I) the date hereof if a New Warrant is exercised pursuant to a cashless exercise or (II) the date of the related cash exercise of the New Warrants; provided, in each case that the applicable holder of the New Warrants or the Common Stock, as the case may be, is not an affiliate of the Company, the Company is in compliance with the Current Public Information Requirement and all such Common Stock may be sold pursuant to Rule 144 or an exemption from registration under Section 4(a)(1) of the 1933 Act without volume or manner-of-sale restrictions
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Delegend Date means the earliest of the date that (a) a registration statement with respect to the Common Stock has been declared effective by the SEC or (b) all of the Common Stock has been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the Current Public Information Requirement and without volume or manner-of-sale restrictions or (c) following the six (6) month anniversary of (I) the date hereof if a Waiver Warrant is exercised pursuant to a cashless exercise or (II) the date of the related cash exercise of the Waiver Warrants; provided, in each case that the applicable holder of the Waiver Warrants or the Common Stock, as the case may be, is not an affiliate of the Company, the Company is in compliance with the Current Public Information Requirement and all such Common Stock may be sold pursuant to Rule 144 or an exemption from registration under Section 4(a)(1) of the 1933 Act without volume or manner-of-sale restrictions
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