Remainder Registration Statements definition

Remainder Registration Statements has the meaning set forth in Section 2(a).

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Remainder Registration Statements shall have the meaning ascribed to such term in Section 4.1.

Remainder Registration Statements has the meaning set forth in Section 2(a). “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, provided, that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities Act. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Selling Stockholder Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time. “Shares” means the shares of Common Stock issued or issuable to the Purchasers pursuant to the Purchase Agreement, including shares of Common Stock issuable upon conversion of the Preferred Stock. “Trading Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the OTCMarkets), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTCMarkets), a day on which the Common Stock is traded in the over- 3

Examples of Remainder Registration Statements in a sentence

• Such Remainder Registration Statements shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of any such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission).

• For the purposes of this Agreement, “Registration Statement” means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements) and amendments and supplements to such Registration Statements, including post-effective amendments.

• In no event shall the Company be obligated to register for resale Registrable Securities on any particular Registration Statement in excess of one-third of its then-outstanding public float (as determined in accordance with Exchange Act Rule 12b-2), provided that nothing in this sentence shall be deemed eliminate the Company’s obligation to register such excess Registrable Securities on one or more Remainder Registration Statements.