Rule 144 definition
Examples of Rule 144 in a sentence
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 Purchaser acknowledges and agrees that the Company is, as of the date hereof, a special purpose acquisition company and the Securities will not be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year following the filing on Form 10 (including by filing a Current Report on Form 8-K) required information with the Commission after the Closing Date.
The Investor agrees that, if any transfer of the Assigned Securities or any interest therein is proposed to be made (other than pursuant to an effective registration statement or Rule 144 under the Securities Act), as a condition precedent to any such transfer, the Investor may be required to deliver to PVAC an opinion of counsel (including internal counsel) satisfactory to PVAC that registration is not required with respect to the Assigned Securities to be transferred.
In the event that such sale, assignment or transfer involves Note Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the Transfer Agent shall issue such Note Shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d).
Notwithstanding the foregoing, the Company shall, at all times, use reasonable best efforts to facilitate any sales of Registrable Securities by a Holder pursuant to Rule 144, including, without limitation, by providing customary documentation and causing the Company’s transfer agent to remove the restrictive legends on the applicable Registrable Securities and to transfer the applicable Registrable Securities.