Sales Under Rule 144 Sample Clauses

Sales Under Rule 144. I am aware of the adoption of Rule 144 by the SEC promulgated under the Securities Act, which in substance permits limited public resale of securities acquired in a non- public offering subject to the satisfaction of certain conditions, including: (i) the availability of certain current public information about the Company, (ii) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a " market maker," and (iv) the amount of securities sold during any three-month period not exceeding specified limitations (generally 1% of the total shares outstanding).
Sample 1Sample 2Sample 3See All (21)
AutoNDA by SimpleDocs
Sales Under Rule 144. With a view to making available to the Stockholders the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit the Stockholders to sell the Registrable Securities without registration, the Company agrees to:
Sample 1Sample 2Sample 3See All (17)
Sales Under Rule 144. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit the Holders to sell the Registrable Securities without registration, the Company agrees for so long as either (i) CPPIB retains the right to designate at least one Director pursuant to Section 2 of this Agreement or (ii) the Company is required to maintain the effectiveness of the Mandatory Shelf Registration Statement pursuant to Section 3 hereof to:
Sample 1Sample 2
Sales Under Rule 144. With the view to making the benefits of -------------------- Rule 144 under the Securities Act available to the Holders, the Company shall use reasonable efforts to (a) ensure that there is adequate current public information (as set forth in Rule 144(c)) available with respect to the Company; (b) timely file with the SEC all reports and other documents required to be filed by the Company under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder; and (c) promptly furnish to the Holders upon request a written statement by the Company as to the Company's compliance with those covenants and the provisions of Rule 144.
Sample 1
Sales Under Rule 144. In addition to Section 3.1, during the period commencing on June 15, 2000 and ending on the last day of the Term, each Holder may Sell up to an aggregate of 25% (rounded to the nearest whole share) of the shares of Common Stock that are Restricted Securities as of the date of this Agreement if and only if such sales are made in full compliance with Rule 144.
Sample 1
Sales Under Rule 144. The Purchaser agrees to reasonably cooperate with Sellers upon their sale of any shares of ORBCOMM Stock under SEC Rule 144. In that regard, the Purchaser shall cause its in-house counsel to promptly issue opinion letters to Purchaser’s transfer agent to clear the stock for transfer upon presentation of customary Rule 144 paperwork and Sellers’ compliance with the requirements of Rule 144. Such cooperation shall be without charge by Purchaser or Purchaser’s counsel to Sellers.
Sample 1
Sales Under Rule 144. Xxxxxx agrees to cooperate with the Member upon his sales of any shares of Charge stock under SEC Rule 144. In that regard, Charge shall cause its counsel to promptly issue opinion letters to Xxxxxx’s transfer agent to clear the stock for transfer upon presentation of customary Rule 144 paperwork and the Member’s compliance with the requirements of Rule 144. Such cooperation shall be without charge to the Member.
Sample 1
AutoNDA by SimpleDocs
Sales Under Rule 144. I am aware of the adoption of Rule 144 by the SEC promulgated under the Securities Act, which in substance permits limited public resale of securities acquired in a non- public offering subject to the satisfaction of certain conditions, including: (i) the availability of certain current public information about the Company, and if I am an “affiliate” of the Company , also that (ii) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a "market maker," and (iii) the amount of securities sold during any three-month period not exceeding specified limitations (generally 1% of the total shares outstanding).
Sample 1
Sales Under Rule 144. The Company shall have no obligation to effectuate the registration required by this Section 1 with respect to any individual Holder if, and only to the extent that, all Registrable Securities owned by such Holder are then eligible to be sold to the public in any 90 day period pursuant to Rule 144; provided, however, that, in such event the Company shall (i) deliver a notice to the Holder Representative referencing its denial to effectuate a registration with respect to such Holder pursuant to this Section 1.8; (ii) to the extent the Registrable Securities are then eligible for resale pursuant to section (k) of Rule 144, upon request from or on behalf of such Holder cause all legends to be removed from all certificates representing any Registrable Securities owned by such Holder (including, at its sole cost and expense, causing to be provided any required legal authorizations and other required documents to the transfer agent for such Registrable Securities in order to effectuate such removal), and (iii) upon notice from or on behalf of such Holder of such Holder’s intent to transfer any such Registrable Securities, provide all reasonable cooperation with such Holder to facilitate the timely preparation and delivery of new certificates (not bearing any restrictive legends) representing any Registrable Securities to be sold by such Holder (including, at its sole cost and expense, causing to be provided, subject to its receipt of customary representations letters and the filing by Holder of a Form 144 if applicable) any required legal authorizations and other required documents to the transfer agent for such Registrable Securities in order to effectuate such removal), and enable such Registrable Securities to be in such denominations and registered in such names as such Holder may request.
Sample 1

Related to Sales Under Rule 144

  • Reports Under Exchange Act With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

  • Assets Under Management Each quarter, W&R shall calculate and pay to Company a fee that shall be equal to fifty (50) basis points, on an annualized basis, of the average daily account value of all assets in the Portfolios in connection with the Contracts (“Aggregated Assets”), provided, however, that the fee is subject to change pursuant to Paragraph (b) below. The fee (the “Total Fee”) shall include and not be in addition to the payment by W&R of the 12b-1 fees received by W&R from Ivy Funds VIP relating to the Aggregated Assets.

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • Rule 144 The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

  • Determinations Under Section 3 01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

  • Status under the Securities Act The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

  • Registration Under the 1933 Act (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

  • REPORTS UNDER THE 1934 ACT With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to:

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

Time is Money Join Law Insider Premium to draft better contracts faster.