Unregistered Shares definition

Unregistered Shares means Subject Shares the issuance of which to Stock Purchaser has not been registered under the Securities Act.

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Unregistered Shares means the unregistered shares of Common Stock issued to each Purchaser pursuant to this Agreement.

Unregistered Shares means any New Shares issued in reliance on the exemption provided by Section 4(a)(2) under the Securities Act or another available exemption.

Examples of Unregistered Shares in a sentence

The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Unregistered Shares, Warrants and Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.
The Company has offered the Unregistered Shares, the Warrants and Warrant Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Unregistered Shares, Warrants and Warrant Shares as a result of any advertisement, article, notice or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
The Company agrees to timely file a Form D with respect to the Unregistered Shares, Warrants and Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Unregistered Shares or Warrant Shares, as the case may be, issued with a restrictive legend.

More Definitions of Unregistered Shares

Unregistered Shares means shares of stock issued in a transaction which has not been registered under the Securities Act.

Unregistered Shares shall have the meaning -------------------- ascribed to it in Section 6.10 hereof.

Unregistered Shares means all of the shares of common stock issued to HP in connection with the Acquisition that are not Registrable Securities.

Unregistered Shares means the shares of Common Stock to be purchased by the Investor hereunder.

Unregistered Shares has the meaning assigned to such term in Section ------------------- 4.1

Unregistered Shares means Shares that have not been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws ("Blue Sky Laws") or Shares that cannot otherwise be freely sold, transferred, pledged or otherwise disposed of without registration under the Securities Act unless such sale, transfer, pledge or other disposition is made in a transaction exempt from or not subject to registration thereunder. Upon request by CS, Counterparty agrees to promptly remove, or cause to be removed, any legends referring to any transfer restrictions from such Unregistered Shares upon delivery by CS to Counterparty of a seller's representation letter in the form customarily delivered by CS in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act in order to substantiate the legality of such sale, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by CS; provided that at the time of such request, CS has satisfied all holding period and other requirements of Rule 144 applicable to CS. Notwithstanding anything to the contrary in this Confirmation, at the election of CS by notice to Counterparty no later than two Exchange Business Days prior to the Scheduled Termination Date (or in the case of an Accelerated Termination Date, no later than the time of designation thereof), any delivery of Shares by Counterparty as part of the Counterparty Share Delivery Amount or pursuant to this Section 3 shall comply with the terms of Annex A hereof.

Unregistered Shares means Shares that have not been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws (“Blue Sky Laws”) or Shares that cannot otherwise be freely sold, transferred, pledged or otherwise disposed of without registration under the Securities Act or under applicable Blue Sky Laws unless such sale, transfer, pledge or other disposition is made in a transaction exempt from or not subject to registration thereunder. Upon request by Bank Group, Counterparty agrees to promptly remove, or cause to be removed, any legends referring to any transfer restrictions from such Unregistered Shares upon delivery by Bank Group to Counterparty of a seller’s representation letter in the form customarily delivered by Bank Group in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, together with any supporting documentation which shall be required by Counterparty in its reasonable, good faith discretion (which may include an opinion of counsel); provided that, at the time of such request, Bank Group has satisfied all holding period and other requirements of Rule 144 applicable to Bank Group. Notwithstanding anything to the contrary in this Confirmation, at the election of Bank Group by notice to Counterparty no later than two Exchange Business Days prior to the Scheduled Termination Date (or in the case of an Accelerated Termination Date, no later than the time of designation thereof), any delivery of Shares by Counterparty as part of the Counterparty Share Delivery Amount or pursuant to this Section 3 shall comply with the terms of Annex A hereof.