Registration Restriction Inconvertibility definition

Registration Restriction Inconvertibility means that, notwithstanding Rule 416 under the 1933 Act or the provisions of Section 8(b) of the Subscription Agreements, the Registration Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as shall be issuable upon conversion of the shares of Series C Preferred Stock held by any holder of shares of Series C Preferred Stock based on changes from time to time in the Conversion Price, and on any five Trading Days ending on or after the SEC Effective Date within any period of ten consecutive Trading Days the number of shares of Common Stock issuable upon conversion of all shares of Series C Preferred Stock held by any holder of shares of Series C Preferred Stock had all shares of Series C Preferred Stock held by such holder been converted in full into Common Stock on each such Trading Day, determined at the Conversion Price applicable on each such Trading Day and without regard to the limitation, if any, on such holder contained in the second sentence of Section 10(a), would exceed the number of shares of Common Stock covered by the Registration Statement and available for sale by such holder pursuant to the Registration Statement.
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Registration Restriction Inconvertibility shall have the meaning provided in Section 2.4(b).
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Registration Restriction Inconvertibility means that, notwithstanding Rule 416 under the 1933 Act or the provisions of Section 8(b) of the Note Purchase Agreement, the Registration Statement is not deemed to cover such indeterminate number of additional shares of Common Stock as shall be issuable upon conversion of this Note based on changes from time to time in the Conversion Price, and on any five Trading Days ending on or after the SEC Effective Date within any period of ten consecutive Trading Days the number of shares of Common Stock issuable upon conversion of this Note in full had this Note been converted in full into Common Stock on each such Trading Day, determined at the Conversion Price applicable on each such Trading Day and without regard to the limitation, if any, on the Holder contained in the second sentence of Section 2.1, would exceed the number of shares of Common Stock covered by the Registration Statement and available for sale by the Holder pursuant to the Registration Statement.
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Examples of Registration Restriction Inconvertibility in a sentence

  • Check (a) or (b): 51 [ ] (a) This Notice relates to an Inconvertibility Day [ ] (b) This Notice related to a Registration Restriction Inconvertibility and the five Trading Days resulting in such Registration Restriction Inconvertibility and the applicable Conversion Price on each such Trading Day are as follows: 1.

  • Pursuant to the terms of the Series 1998/A Convertible Preferred Stock (the "Preferred Stock"), the undersigned (the "Holder"), hereby notifies Creative BioMolecules, Inc., a Delaware corporation (the "Corporation"), that on ________________ (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date _____________ (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • Check (a) or (b): [ ] (a) This Notice relates to an Inconvertibility Day 50 [ ] (b) This Notice related to a Registration Restriction Inconvertibility and the five Trading Days resulting in such Registration Restriction Inconvertibility and the applicable Conversion Price on each such Trading Day are as follows: 1.

  • Pursuant to the terms of the Series 1998/A Convertible Preferred Stock (the "Preferred Stock"), Creative BioMolecules, Inc., a Delaware corporation (the "Corporation"), hereby notifies the above-named holder (the "Holder") of shares of Preferred Stock that on _____________________ (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date __________ (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • Pursuant to the terms of the Series B Custom Convertible Preferred Stock (the "Preferred Stock"), the undersigned (the "Holder"), hereby notifies Shaman Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), that on ___________ (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • Pursuant to the terms of the Series B Custom Convertible Preferred Stock (the "Preferred Stock"), Shaman Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), hereby notifies the above-named holder (the "Holder") of shares of Preferred Stock that on (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • If at any time following the Stockholder Approval, the Company or the Holder becomes aware of any facts that would cause any portion of this Note to be inconvertible, other than a Maximum Share Amount Inconvertibility or a Registration Restriction Inconvertibility, such person shall promptly give written notice of such facts to the other person.

Related to Registration Restriction Inconvertibility

  • RMB Inconvertibility means the occurrence of any event that makes it impossible for the Bank to convert any amount due in respect of the Notes into RMB on any payment date in the general RMB exchange market in the applicable RMB Settlement Centre(s), other than where such impossibility is due solely to the failure of the Bank to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Bank, due to an event beyond its control, to comply with such law, rule or regulation);

  • Inconvertibility Event means the occurrence, as determined by the Calculation Agent in its sole and absolute discretion, of any action, event or circumstance whatsoever which, from a legal or practical perspective:

  • Inconvertibility means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of RMB Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • 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 Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Company Restricted Shares means all shares of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company, whether granted under a Company Stock Plan or otherwise.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • Payment Restriction shall have the meaning set forth in Section 6.1.

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • Restricted Stock Legend means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

  • Company Restricted Stock means all shares of Company Common Stock, subject to vesting or other restrictions, whether granted pursuant to the Company Stock Plans or otherwise.