Freely Tradeable

Freely Tradeable. Means, with respect to any shares of Common Stock issued or issuable pursuant to Section 4(d) or pursuant to the Letter Agreement, that (A) such shares are (or, when issued, will be) issued by the Company pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended (the "Securities Act"), and without any requirement for registration under any state securities or "blue sky" laws; (B) (i) all such shares can be sold by the Investor pursuant to Rule 144 under the Securities Act ("Rule... 144") without restriction on volume or manner of sale in any three-month period, and (ii) the Company shall be in compliance with the current public information required under Rule 144; (C) such shares are (or, when issued, will be) (i) represented by book-entries at the Depositary Trust Company and identified therein by an "unrestricted" CUSIP number; (ii) not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (iii) listed and DOCPROPERTY "CUS_DocIDChunk0" 102764419.2 admitted for trading, without suspension or material limitation on trading, on the New York Stock Exchange; and (D) no delisting or suspension by the New York Stock Exchange has been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or is pending as evidenced by (x) a writing by the New York Stock Exchange or (y) the Company falling below the minimum listing maintenance requirements of the New York Stock Exchange. View More

Freely Tradeable. Means, with respect to the Common Stock issuable upon the conversion or redemption of or, if relevant, on the payment of a dividend upon the Series A Preferred, that under the Securities Act the holders thereof may then offer and sell any amount of such outstanding securities to the public in the United States in transactions that are not brokers' transactions (as defined in the Securities Act) either (i) pursuant to an effective registration statement then in effect or (ii) pursuant to Rule... 144(k) under the Securities Act. For purposes of determining whether such securities are Freely Tradeable, it shall be assumed that no affiliate of the issuer has ever held such securities from and after their issuance. View More

Freely Tradeable. Means, with respect to a Security, a Security that at any time of determination (i) may be sold to the public in accordance with Rule 144 under the 1933 Act ("Rule 144") by a person that is not an "affiliate" (as defined in Rule 144 under the 1933 Act) of the Company where no conditions of Rule 144 are then applicable (other than the holding period requirement of 2 paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and... (ii) it does not bear any restrictive legends relating to the 1933 Act. View More

Freely Tradeable. Means, with respect to a Security, a Security that at any time of determination (i) is freely transferable in accordance with Rule 144 under the Act (Rule 144) by a person that is not an affiliate (as defined in Rule 144 under the Act) of the Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of determination), (ii) does not bear any... restrictive legends relating to the Securities Act and (iii) does not bear a restricted CUSIP number View More

Freely Tradeable. That (A) the Exchange Securities would be eligible to be offered, sold or otherwise transferred by the Investor pursuant to Rule 144, without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied) or notice under the Securities Act and without any requirement for registration under any state securities or 'blue sky' laws; or (B) the resale of the Exchange Securities shall have been registered under the Securities Act pursuant to... a registration statement on Form S-1 or Form S-3 (or any successor form thereto) that has been declared effective by the Commission and with respect to which no stop order preventing or suspending the effectiveness of such registration statement or suspending or preventing the use of the prospectus contained therein has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, threatened by the Commission View More

Freely Tradeable. With respect to any security, a security that is eligible to be sold by the holder thereof without any volume or manner of sale restrictions pursuant to Rule 144.

Freely Tradeable. The Registrable Securities (i) are freely transferable under Rule 144 and the securities laws of any other applicable jurisdiction without limitation, or any volume, manner-of-sale or other restrictions or conditions, without registration and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c) (or any similar rule then in force) and (ii) do not bear a restrictive legend relating to the Securities Act or the securities... laws of any other applicable jurisdiction or a restricted CUSIP and have been deposited (or are eligible for deposit) in the Depository Trust Company (or successor thereto) View More