Rule 415 Limitation definition

Rule 415 Limitation shall have the meaning set forth in Section 1(a).
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Rule 415 Limitation has the meaning given to that term in Section 2.1(a) of this Agreement.
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Rule 415 Limitation has the meaning specified therefor in Section 2.01(b). “Section 2.02 Maximum Number of Shares” has the meaning specified therefor in Section 2.02(c). “Section 2.04 Maximum Number of Shares” has the meaning specified therefor in Section 2.04(c). “Selling Expenses” means all (a) underwriting fees, discounts and selling commissions allocable to the sale of Registrable Securities, (b) transfer taxes allocable to the sale of the Registrable Securities, (c) costs or expenses related to any roadshows conducted in connection with the marketing of any Shelf Underwritten Offering, and (d) fees and expenses of any counsel engaged by any Holder that are not expressly included in Registration Fees. “Selling Holder” means a Holder selling Registrable Securities pursuant to a Registration Statement. “Selling Stockholder Questionnaire” has the meaning specified therefor in Section 2.07. “Shelf Piggybacking Holder” has the meaning specified therefor in Section 2.02(b). - 3 -
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Examples of Rule 415 Limitation in a sentence

  • Further, the Company’s obligation under this Section 8 shall be subject to any Rule 415 Limitation and Subsequent Shelf Limitation.

  • In the event of a Rule 415 Limitation, subject to the provisions of this Section 2.01, the Company shall use its reasonable best efforts to register all remaining Registrable Securities as set forth in this Article II as promptly as practicable, whether by way of amending such Shelf Registration Statement or filing a new Registration Statement.


More Definitions of Rule 415 Limitation

Rule 415 Limitation has the meaning set forth in Section 2.01(a). “Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. “Shareholder Party” has the meaning set forth in Section 4.01(a). “Shelf Period” has the meaning set forth in Section 2.01(b). “Shelf Registration” has the meaning set forth in Section 2.01(a). “Shelf Registration Statement” means a Registration Statement filed with the Commission on either (i) Form F-3 or (ii) solely if the Company is not permitted to file a Registration Statement on Form F-3 or register all Registrable Securities on such form, an evergreen Registration Statement on Form F-1 (which, in the case the Company is not permitted to register all Registrable Securities on Form F-3, shall register any such shares not registered on Form F-3), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering the offer and sale of all or any portion of the Registrable Securities, as applicable. “Shelf Suspension” has the meaning set forth in Section 2.01(d). “Shelf Take-Down” has the meaning set forth in Section 2.01(f)(i). “Specified Courts” has the meaning set forth in Section 5.09. “Subsidiary” means, with respect to any Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if no such governing body exists at such entity, a majority of the total voting power of shares of stock or equivalent ownership interests of the entity is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that
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Rule 415 Limitation. Any limitation on the number of Registrable Securities that may be included in a Registration Statement, the time before which a subsequent Registration Statement covering Registrable Securities may be filed with the SEC, the manner in which Registrable Securities may be sold and other matter relating to the offering of Registrable Securities, in any such case as required by SEC Guidance.
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Related to Rule 415 Limitation

  • Registration Limitation shall have the meaning set forth in Section 2.01(c)(ii).

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • 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 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule 164 “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 163 “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Rule 158 “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 430B Information means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

  • Rule 430A Information means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.

  • Rule 144A Information shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

  • Rule 3a-7 means Rule 3a-7 under the Investment Company Act.

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • 430C Information means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

  • 1933 Act means the Securities Act of 1933, as amended.

  • Rule 405 and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • 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 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;

  • Rule 462 refer to such rules under the Act.

  • Securities Act means the Securities Act of 1933, as amended.

  • 430B Information means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).