Xxxxx Stock. Securities. Upon delivery and payment for the Units as of the Closing Time and any Date of Delivery, the Company will not be subject to Rule 419 under the 1933 Act and none of the Company’s outstanding securities will be deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the 1934 Act.
Xxxxx Stock. Securities. Upon delivery and payment for the Units on the First Closing Date and any Option Closing Dates, the Company will not be subject to Rule 419 under the Securities Act and none of the Company’s outstanding securities will be deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act.
Xxxxx Stock. Regulations May Impose Certain Restrictions On The Marketability of Our Securities. The SEC has adopted regulations which generally define “xxxxx stock” to be any equity security that has a market price (as defined) less than $5.00 per share, subject to certain exceptions. The Company’s Common Stock is presently subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a xxxxx stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the xxxxx stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the xxxxx stock held in the account and information on the limited market in xxxxx stocks. Consequently, the “xxxxx stock” rules may restrict the ability of broker-dealers to sell the Company’s securities and may negatively affect the ability of purchasers of the Company’s shares of Common Stock to sell such securities.
Examples of Xxxxx Stock in a sentence
Each Stockholder agrees that all shares of Xxxxx Common Stock that such Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement, including shares issued upon the exercise of Xxxxx Share Units or Xxxxx Stock Options, shall be subject to the terms of this Agreement and shall constitute “Subject Shares” for all purposes of this Agreement.
Employee Responsibilities Although the Company will assist you with the relocation, it is your responsibility to initiate contact and coordinate pertinent aspects of the assignment/relocation with the following individuals and functional teams: Global Mobility Coordinator: Xxxxx Xxxxx Stock Plan Administration: Xxxx Xxxxxxxxxx Payroll: Xxxxx Xxxxxxxxx Once this letter has been signed and returned, the following vendors will be authorized to assist you.
At the Closing (as defined below), each ------------ Stockholder shall transfer, convey and deliver to Xxxxxx the number of shares of Xxxxx Stock set forth opposite their name on Exhibit A hereto, and shall deliver to Xxxxxx stock certificates representing the Xxxxx Stock, duly endorsed to Xxxxxx or accompanied by duly executed stock powers in form and substance satisfactory to Xxxxxx.
The Xxxxx Stock Rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC that provides information about xxxxx stocks and the nature and level of risks in the xxxxx stock market.
The obligations of ------------------------------------- Xxxxxx to effect the transactions contemplated hereby are subject to the delivery by the Stockholders at Closing of certificates evidencing their Xxxxx Stock duly endorsed for transfer by the Stockholders to Xxxxxx as contemplated by this Agreement, in form and substance satisfactory to counsel for Xxxxxx.
More Definitions of Xxxxx Stock
Xxxxx Stock. Security As defined in Rule 3a51-1 of the Exchange Act, a "xxxxx stock" security is any equity security other than a security (i) that is a reported security (ii) that is issued by an investment company (iii) that is a put or call issued by the Option Clearing Corporation (iv) that has a price of $5.00 or more (except for purposes of Rule 419 of the Securities Act) (v) that is registered on a national securities exchange (vi) that is authorized for quotation of the Nasdaq Stock Market, unless other provisions of Rule 3a51-1 are not satisfied, or (vii) that is issued by an issuer with (a) net tangible assets in excess of $2,000,000, if in continuous operation for more than three years or $5,000,000 if in operation for less than three years or (b) average revenue of at least $6,000,000 for the last three years. Xxxxxx Mill Associates Xxxxxx Mill Associates, Inc., a private company owned by management of the Company. Xxxxxx Mill Associates provides services for Xxxxxxx & Associates, particularly in regard to locating private companies which may wish to go public, and acts as an initial shareholder in certain companies formed by Xxxxxxx & Associates. Securities Act The Securities Act of 1933, as amended. Small Business Issuer As defined in Rule 12b-2 of the Exchange Act, a "Small Business Issuer" is an entity (i) which has revenues of less than $25,000,000 (ii) whose public float (the outstanding securities not held by affiliates) has a value of less than $25,000,000 (iii) which is a United States or Canadian issuer (iv) which is not an Investment Company and (v) if a majority-owned subsidiary, whose parent corporation is also a small business issuer.
Xxxxx Stock is generally an equity security with a market price of less than $5.00 per share which is not quoted through the Nasdaq system or a national securities exchange in the United States. Due to the risks involved in an investment in xxxxx stocks, United States securities laws and regulations impose certain requirements and limitations on broker/dealers who recommend xxxxx stocks to persons other than their established customers and accredited investors, including making a special written suitability determination for the purchaser, providing purchasers with a disclosure schedule explaining the xxxxx stock market and its risks and obtaining the purchaser's written agreement to the transaction prior to the sale. These requirements may limit the ability of broker/dealers to sell xxxxx stocks. Also, because of these requirements and limitations, many broker/dealers may be unwilling to sell xxxxx stocks at all. In the event the Company's Ordinary Shares become subject to the Commission's rules relating to xxxxx stock, the trading market for the ADSs may be materially adversely affected.
Xxxxx Stock means, collectively, Xxxxx Common Stock and Xxxxx Preferred Stock. "MERGER AGREEMENT" means the Amended and Restated Agreement and Plan of Merger, dated as of December 10, 1997, as amended, by and between Xxxxx and United. "NASDAQ" means The Nasdaq Stock Market, Inc.'s National Market System. "SUBSIDIARY" has the meaning ascribed to it in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission. "TREASURY STOCK" mean shares of Xxxxx Stock held by Xxxxx or any of its Subsidiaries or by United or any of its Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted in good faith. "UNITED COMMON STOCK" means the common stock, par value $5.00 per share, of United. "VSCA" means the Virginia Stock Corporation Act.
Xxxxx Stock collectively, the Xxxxx Common Stock and the Xxxxx Preferred Stock.
Xxxxx Stock shall have the meaning set forth in the Background Section.
Xxxxx Stock means the common stock of Xxxxx Holdings Inc. now owned or hereafter acquired by Parent or any Borrower."
Xxxxx Stock rules may make buying or selling our common stock difficult. Trading in our common stock has previously been subject to the “xxxxx stock” rules. The SEC has adopted regulations that generally define a xxxxx stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a xxxxx stock, of a disclosure schedule explaining the xxxxx stock market and the risks associated with trading in the xxxxx stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock. SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED