Certain Acquirer Covenants Clause Samples

Certain Acquirer Covenants. (A) If Acquirer consummates an IPO prior to the Closing, then Acquirer shall either: (i) issue the shares of common stock issuable upon conversion of the Convertible Securities (the “Conversion Stock”) in a manner that such shares are eligible for transfer or resale pursuant to Rule 144 under the Securities Act by reason of satisfaction of the holding period under Rule 144 on the date that is six months plus five days after the date of the IPO or (ii) as promptly as practicable, register the shares of Conversion Stock under the Securities Act pursuant to a registration statement on Form S-1 filed with the United States Securities and Exchange Commission (“SEC”). (B) If Acquirer consummates an IPO prior to the Closing, Acquirer shall assist recipients of Acquirer Stock (or the Convertible Security, as the case may be) hereunder in the removal of legends in connection with resales or other distributions of Conversion Stock, including obtaining a blanket opinion of counsel supporting legend removal in connection with any such resales or other distributions, to the extent that the shares of Conversion Stock issued pursuant to the terms of this Agreement are (i) registered for resale under a registration statement, (ii) transferable pursuant to Rule 144 or (iii) transferable under another applicable exemption under Applicable Law (in each case subject to any other restrictions on transfer imposed under Transaction Documents). In addition, if Acquirer consummates an IPO prior to the Closing, until such time that the legends are removed from the shares of Conversion Stock, Acquirer shall (x) make and keep available adequate current public information, as those terms are defined in Rule 144, and (y) file with the SEC in a timely manner all reports and other documents required to be filed by Acquirer under the Securities Exchange Act of 1934.