Rule 144 definition
Examples of Rule 144 in a sentence
Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
The registration obligations of the Company pursuant to this Section 3 shall terminate with respect to any Holder on the first date upon which all of the remaining Registrable Securities then held or issuable to such Holder (together with any other Affiliate of Holder) could be sold under SEC Rule 144 without restriction.
The Shares are “restricted securities” and may not be resold except pursuant to registration or an available exemption (including Rule 144, subject to its conditions and holding period).
The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.
The Investor understands that the Note has not been registered under the Securities Act or the applicable securities laws of any state of the United States, is a “restricted securities” under Rule 144 under the Securities Act, and may not be offered, sold or transferred except in compliance with registration under the Securities Act or an applicable exemption therefrom and in accordance with the applicable securities laws of any state of the United States.