Common use of Facilitation of Sales Pursuant to Rule 144 Clause in Contracts

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant to the holders of Registrable Securities that to the extent either shall be required to do so under the Exchange Act, such Issuer shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall use commercially reasonable efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon If at any time the request of any holder of Registrable Securities Company is a “non-reporting issuer” as such term is defined under Rule 144(c)(2), then in connection with that holder’s any sale by a holder pursuant to Rule 144144(c), the Issuers Company shall deliver a statement to such holder a written statement as to whether it has complied the Company’s compliance with such requirementsthe reporting requirements contemplated by Rule 144(c)(2).

Facilitation of Sales Pursuant to Rule 144. The Issuers Companies covenant to the holders of Registrable Securities that to the extent either they shall be required to do so under the Exchange Act, such Issuer the Companies shall timely file the reports required to be filed by it them under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of If at any holder of Registrable Securities time a Company is a “non-reporting issuer” as such term is defined under Rule 144(c)(2), then in connection with that holder’s any sale by a holder pursuant to Rule 144144(c), the Issuers such Company shall deliver a statement to such holder a written statement as to whether it has complied that Company’s compliance with such requirementsthe reporting requirements contemplated by Rule 144(c)(2).

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall use commercially reasonably efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably requestrequest and is required to comply with the Securities Act, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon If the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether it Parent has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, or has furnished the reports described herein in the manner provided above for the Company, including if applicable, by posting such requirementsreports on its website (including any consolidating financial information required by Regulation S-X relating to the Company and the Guarantors), the Company shall be deemed to be in compliance with the provisions of this covenant.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant to the holders of Registrable Securities that For as long as any Purchaser or its Affiliates or any lender for any Permitted Loan Beneficially Owns Notes or any Company Common Stock issued or issuable upon conversion thereof, to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall use reasonable efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144) and submit all required Interactive Data Files (as defined in Rule 11 of Regulation S-T of the SEC), and shall use reasonable efforts to take such further necessary action as any holder of Registrable Subject Securities may reasonably requestrequest in connection with the removal of any restrictive legend on the Subject Securities being sold, all to the extent required from time to time to enable such holder to sell Registrable the Subject Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant to the holders of Registrable Securities that to To the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall use its commercially reasonable efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144Act), and shall take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144; provided that, notwithstanding the foregoing, the Company’s deregistration of securities registered under the Securities Act and termination of reporting under the Exchange Act or the Securities Act, in each case after the Closing, shall be subject to the approval of the Investor Board Designee(s) (for so long as there is any Investor Board Designee on the Board of Directors). Upon the request of any holder of Registrable Securities Holder in connection with that holderHolder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder Holder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon If at any time the request of any holder of Registrable Securities Company is a “non-reporting issuer” as such term is defined under Rule 144(c)(2), then in connection with that holder’s any sale by a holder pursuant to Rule 144144(c), the Issuers Company shall deliver a statement to such holder a written statement as to whether it has complied the Company’s compliance with such requirementsthe reporting requirements contemplated by Rule 144(c)(2).

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Transfer Restricted Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Transfer Restricted Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall use commercially reasonable efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon If at any time the request of any holder of Registrable Securities Company is a “non-reporting issuer” as such term is defined under Rule 144(c)(2), then in connection with that holder’s any sale by a holder pursuant to Rule 144144(c), the Issuers Company shall deliver a statement to such holder a written statement as to whether it has complied the Company’s compliance with such requirements.the reporting requirements contemplated by Rule 144(c)(2). (NY) 27961/740/REG.RIGHTS/RRA.2019.Notes.doc [[NYCORP:3425658v9:4340W: 10/03/2013--02:19 PM]]

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Each Issuer covenants to the holders of Registrable Securities that to the extent either any Issuer shall be required to do so under the Exchange Act, such Issuer shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), ) and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company shall use its commercially reasonable efforts to the holders of Registrable Securities that (i) following a Qualified IPO, to the extent either shall be required to do so under by the Exchange Act, such Issuer shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act and the rules adopted by the Commission thereunder (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 under the Securities Act), and shall (ii) at any time take such further action as any holder of Registrable Securities Stockholder may reasonably request, all to the extent required from time to time to enable such holder the Stockholders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act. Upon the written request of any holder of Registrable Securities Stockholder in connection with that holderStockholder’s sale pursuant to Rule 144144 under the Securities Act, the Issuers Company shall deliver to such holder Stockholder a written statement as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Securities that that, to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the reasonable request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement (which may be sent electronically) as to whether it has complied with such requirements.

Facilitation of Sales Pursuant to Rule 144. The Issuers covenant Company covenants to the holders of Registrable Eligible Securities that to the extent either it shall be required to do so under the Exchange Act, such Issuer the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Eligible Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Eligible Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Eligible Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether it has complied with such requirements.