Common use of Covenants of Holding Clause in Contracts

Covenants of Holding. (a) Rule 144. Holding agrees that at all times after it has filed a -------- registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding ------------ (other than (i) the registration of equity securities of Holding and/or options - or interests in respect thereof to be offered primarily to directors and/or members of management or employees, sales agents or similar representatives of Holding, or any subsidiary of Holding, directors or senior executives of corporations in which entities managed or sponsored by CD&R have made equity investments and/or other persons with whom CD&R has consulting or other advisory relationships, or (ii) the registration of equity securities and/or options or -- other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Holding is not required to file such reports, it will, upon the request of the Purchaser, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), to the extent required from time to time to enable the Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such Rule may be amended from time to - time, or (ii) any successor rule or regulation hereafter adopted by the -- Commission.

Appears in 2 contracts

Samples: Director Stock Subscription Agreement (Raci Holding Inc), Director Stock Subscription Agreement (Raci Holding Inc)

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Covenants of Holding. (a) Rule 144. Holding agrees that at all times after it has filed a -------- registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding ------------ (other than (i) the registration of equity securities of Holding and/or options - or interests in respect thereof to be offered primarily to directors and/or members of management or employees, sales agents or similar representatives of HoldingHolding or its Subsidiaries, or any subsidiary of Holding, directors or senior executives of corporations in which entities managed or sponsored by CD&R Xxxxxxx, Dubilier & Rice, Inc. ("CD&R") have made equity investments and/or other persons with whom CD&R has ---- consulting or other advisory relationships, or (ii) the registration of equity -- securities and/or options or -- other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Holding is not required to file such reports, it will, upon the request of the Purchaser, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), to the extent required from time to time to enable the Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such Rule - may be amended from time to - time, or (ii) any successor rule or regulation -- hereafter adopted by the -- Commission.

Appears in 1 contract

Samples: Management Stock Subscription Agreement (Qualifax Sa De Cv)

Covenants of Holding. (a) Rule 144. Holding agrees that at all times after it has filed a -------- registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding ------------ (other ------------ than (i) the registration of equity securities of Holding and/or options or - or interests in respect thereof to be offered primarily to directors and/or members of management or employees, sales agents or similar representatives of HoldingHolding or its Subsidiaries, or any subsidiary of Holding, directors or senior executives of corporations in which entities managed or sponsored by CD&R Xxxxxxx, Dubilier & Rice, Inc. ("CD&R") have ---- made equity investments and/or other persons with whom CD&R has consulting or other advisory relationships, or (ii) the registration of equity securities -- and/or options or -- other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Holding is not required to file such reports, it will, upon the request of the Purchaser, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), to the extent required from time to time to enable the Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such Rule - may be amended from time to - time, or (ii) any successor rule or regulation -- hereafter adopted by the -- Commission.

Appears in 1 contract

Samples: Stock Subscription Agreement (Qualifax Sa De Cv)

Covenants of Holding. (a) Rule 144. Holding agrees that at all times after it has filed a -------- registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding ------------ (other than (i) the registration of equity securities of Holding and/or options - or interests in respect thereof to be offered primarily to directors and/or members of management or employeesemployees of Holding or its direct or indirect subsidiaries, sales agents or similar representatives of Holding, or any subsidiary of Holding, directors or and senior executives of corporations in which entities managed or sponsored by CD&R Clayxxx, Xxbilier & Rice, Inc. have made equity investments and/or other persons with whom CD&R Clayxxx, Xxbilier & Rice, Inc. has consulting or other advisory relationships, or (ii) the registration of equity securities and/or options or -- other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Holding is not required to file such reports, it will, upon the request of the Purchaser, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and will take such further action as the Purchaser may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such Rule may be amended from time to - time, or (ii) any successor rule or regulation hereafter adopted by the -- Commission.

Appears in 1 contract

Samples: Management Stock Subscription Agreement (Raci Holding Inc)

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Covenants of Holding. (a) Rule 144. Holding agrees that at all times after it has filed a -------- registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding ------------ (other than (i) the registration of equity securities of Holding and/or options - or interests in respect thereof to be offered primarily to directors and/or members of management or employeesemployees of Holding or its direct or indirect subsidiaries, sales agents or similar representatives of Holding, or any subsidiary of Holding, directors or and senior executives of corporations in which entities managed or sponsored by CD&R Xxxxxxx, Dubilier & Rice, Inc. have made equity investments and/or other persons with whom CD&R Xxxxxxx, Dubilier & Rice, Inc. has consulting or other advisory relationships, or (ii) the registration of equity securities and/or -- options or -- other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Holding is not required to file such reports, it will, upon the request of the Purchaser, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and will take such further action as the Purchaser may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such Rule may be - amended from time to - time, or (ii) any successor rule or regulation hereafter -- adopted by the -- Commission.

Appears in 1 contract

Samples: Management Stock Subscription Agreement (Raci Holding Inc)

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