Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:
Transfer-Restricted Security means a Note that is a restricted security as defined in Rule 144(a)(3) under the Securities Act.
Transfer-Restricted Security means a Security required to bear the restricted legend set forth in the form of Security set forth in Exhibit A of this Indenture.
Examples of Transfer-Restricted Security in a sentence
Each Conversion Share will bear the Restricted Stock Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear the Restricted Stock Legend if the Company determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Stock Legend.
More Definitions of Transfer-Restricted Security
Transfer-Restricted Security means an issued and outstanding security that has not been sold to or through a broker, dealer or underwriter in a public distribution or other public securities transaction or sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Rule 144(k) promulgated thereunder (or any successor rule) other than Rule 144A.
Transfer-Restricted Security shall have the meaning assigned to Registrable Note in the Registration Rights Agreement.
Transfer-Restricted Security has the meaning set forth in Section 2.12(f).
Transfer-Restricted Security. A security that has not been sold to or through a broker, dealer or underwriter in a public distribution or other public securities transaction or sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Rule 144(k) promulgated thereunder (or any successor rule other than proposed Rule 144A). The foregoing notwithstanding, a security shall remain a Transfer Restricted Security until (i) all stop transfer instructions or notations and restrictive legends with respect to such security are eligible to be removed and (ii) the Holder of such security has received an opinion of counsel to the Company, to the effect that such shares in such Holder’s hands are freely transferable in any public or private transaction without registration under the Securities Act (or such Holder has waived receipt of such opinion).
Transfer-Restricted Security has the meaning set forth in Section 2.12(e).
Transfer-Restricted Security has the meaning attributed thereto in the Registration Rights Agreement; provided, however, that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether or not any Security is a Transfer Restricted Security.
Transfer-Restricted Security means an issued and outstanding security that has not been sold to or through a broker, dealer or underwriter in a public distribution or other public securities transaction or sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Rule 144(k) promulgated thereunder (or any successor rule other than Rule 144A). A security shall cease being a Transfer Restricted Security if (i) all stop transfer instructions or notations and restrictive legends with respect to such security are eligible to be removed, and (ii) the Holder has received an opinion of counsel to the Company, to the effect that such shares in holder's hands are freely transferable in any public or private transaction without registration under the Securities Act (or holder has waived receipt of such opinion).