Legended Securities definition

Legended Securities has the meaning ascribed thereto in Section 2.12(a);
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Legended Securities has the meaning set forth in Section 3.2.
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Legended Securities shall have the meaning specified in Section 2.06(b) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer).
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Examples of Legended Securities in a sentence

  • Each purchaser or holder of Securities represented by a Rule 144A Global Security (as defined under "Registered Securities" below) or any Securities issued in registered form in exchange or substitution therefor (together "Legended Securities") will be deemed, by its acceptance or purchase of any such Legended Securities, to have made certain representations and agreements intended to restrict the resale or other transfer of such Securities as set out in "Transfer and Selling Restrictions".

  • Stockholder consents to Source making a notation on its records and giving instructions to any transfer agent of the Legended Securities in order to implement the restrictions on transfer established in this Article 3.

  • Each certificate evidencing Legended Securities shall bear the restrictive legend set forth in Section 3.2 above, except that the legend and the stock transfer instructions and record notations with respect to such Legended Securities shall be removed upon the earlier to occur of (x) a transfer in accordance with the provisions of this Article 3 that does not require the transferee to be bound by this Agreement, and (y) expiration of the restrictions on transfer set forth in Section 3.1.

  • Section 2.1 Agreement to Vote the Subject Shares 8 Section 2.2 Fall-Away of Voting Rights and Standstill 9 ARTICLE III REGISTRATION RIGHTS Section 3.1 Required Registrations 10 Section 3.2 Piggyback Registrations 13 Section 3.3 Registration Procedures 15 Section 3.4 Registration Expenses 18 Section 3.5 Participation in Underwritten Registrations 18 Section 3.6 Rule 144; Legended Securities; etc.

  • Section 2.1 Agreement to Vote the Subject Shares 8 Section 2.2 Fall-Away of Voting Rights and Standstill 9 ARTICLE III REGISTRATION RIGHTS Section 3.1 Required Registrations 9 Section 3.2 Piggyback Registrations 13 Section 3.3 Registration Procedures 14 Section 3.4 Registration Expenses 17 Section 3.5 Participation in Underwritten Registrations 18 Section 3.6 Rule 144; Legended Securities; etc.

Related to Legended Securities

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Excluded Securities means, provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the following: (a) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity and (c) options to purchase shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company within thirty (30) days of such employee's starting his employment with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price of the Common Stock on the date of issuance of such option.

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Purchased Securities has the meaning assigned in the Terms;

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.

  • Exempted Securities means:

  • Put Shares means all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.