Examples of Rule 144 in a sentence
The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus.
Each Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates evidencing such Securities).
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.
For the purposes of Rule 144, the Company acknowledges that the holding period of the New Primary Securities (and upon exercise of the Exchange Warrant, the New Warrant Shares (if acquired using a “cashless exercise” pursuant to the terms of the New Primary Securities) and upon conversion of the New Note, the New Conversion Shares) may be tacked onto the holding period of the Existing Securities, and the Company agrees not to take a position contrary to this Section 7.
In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to the Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below.