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our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.
Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a
sale may sell an unlimited number of restricted securities under Rule 144 if:
- the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of
- we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and
- we are current in our Exchange Act reporting at the time of sale.
person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at
least one year, including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of
time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.
Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a
sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice
provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the
- 1% of the number of shares of our common stock then outstanding, which will equal approximately 219,006 shares immediately after the
completion of this offering based on the number of shares outstanding as of September 30, 2015; or
- the average weekly trading volume of our common stock on the stock exchange on which our shares are listed during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to the sale.
persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities under the requirements of
Rule 144 described above, without regard to the six month holding period of Rule 144, which does not apply to sales of unrestricted securities.
Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased
shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until
90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and in the section
of this prospectus