SEC Rule 145 definition

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act including the relevant no-action letters then interpreting such rule.

Examples of SEC Rule 145 in a sentence

• Note that the alternative carve-out provision from the limitation on the Company’s right to register securities for its own account during a blackout period does not include a carve-out for a registration relating to a SEC Rule 145 transaction.

• This does not include any registration statements relating to the sale of our securities to employees pursuant to an equity incentive plan, relating to an SEC Rule 145 transaction, or where the registration statement would not include substantially the same information required to offer such securities.

• Notwithstanding the foregoing, the obligations described in this Section 13.2 shall not apply to a registration relating solely to an Equity Incentive Plan on Form S-8 or Form F-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or Form F-8 or similar forms which may be promulgated in the future.

• Notwithstanding the foregoing, the obligations described in this Section 14 will not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

• For the avoidance of doubt, registration by the Company of options or shares of employees or consultants, and registration of securities in an SEC Rule 145 transaction, shall not be deemed to constitute a Piggy-Back Underwritten Offering.

• Affiliates may not sell shares of Company Common Stock acquired by them in connection with the Merger, except pursuant to an effective registration statement under the Securities Act or in compliance with SEC Rule 145 or another applicable exemption from the Securities Act registration requirements.

• The term “Initial Public Offering” means the first underwritten public offering of securities of the Company pursuant to an effective registration statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction).

• In 1972,the SEC replaced the prior “no-sale rule” with the modern SEC Rule 145, which provides that “[a] stat- utory merger or consolidation or similar plan or ac- quisition in which securities of such corporation or other person held by such security holders will be- come or be exchanged for securities of any person” involves an “offer, offer to sell, offer for sale, or sale” requiring registration under the Securities Act.

• This rule extends the protections of the Securities Act of 1933 to shareholders who are offered securities in a business combination and are required to decide "whether to accept a new or different security in exchange for their existing security." SEC Rule 145, 17 C.F.R. § 230.145 (preliminary note).

• For the avoidance of doubt, registration by the Company of options or shares of employees or consultants, and registration of securities in an SEC Rule 145 transaction, shall not be deemed to constitute a Piggy- Back Underwritten Offering.

More Definitions of SEC Rule 145

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act as such rule may be amended from time to time, or any similar rule then in force and enacted in lieu of Rule 145.

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act. The term “Violation” -- means losses, claims, damages, or liabilities (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act. Shareholders’ Agreement 3 Confidential

SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act. 1.27 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1.28 “Selling Holder Counsel” has the meaning set forth in Subsection 2.6. 1.29 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 1.30 “Shelf Registration” means a registration of securities pursuant to a Registration Statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act. 1.31 “Shelf Registration Statement” has the meaning set forth in Subsection 2.1(b) hereof. 1.32 “Suspension Period” has the meaning set forth in Subsection 2.1(d). US-DOCS\70473355 1.33 “Underwriter” means the underwriter, placement agent or other similar intermediary participating in an Underwriting. 1.34 “Underwriting” of securities means a public offering of securities registered under the Securities Act in which an underwriter, placement agent or other similar intermediary participates in the distribution of such securities. 1.35 “Underwritten Takedown” means an underwritten offering takedown to be conducted by one or more Holders in accordance with Section 2.3(b). 2.