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

Facilitation of Sales Pursuant to Rule 144. At all times after the Company has filed a Registration Statement with the Commission pursuant to the requirements of either the Securities Act or the Exchange Act, the Company shall use it reasonable best efforts to (i) 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) to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act pursuant to Rule 144, (ii) cooperate with the Holders to cause the transfer agent to remove any restrictive legend on certificates evidencing Registrable Securities in connection with any proposed sale pursuant to Rule 144, and (iii) cooperate with any Holder and take such further actions as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. In furtherance of the foregoing, so long as any party hereto owns any Registrable Securities, the Company will furnish to such Person forthwith upon reasonable request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time commencing ninety (90) days after the effective date of the first registration filed by the Company for an offering of the Company’s securities to the general public), the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act).

Facilitation of Sales Pursuant to Rule 144. At all times after the Company has filed With a Registration Statement with the Commission pursuant view to making available to the requirements Holders of either Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act or and other rules and regulations of the Exchange ActCommission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company shall agrees that it will use it commercially reasonable best efforts to (i) file in a timely file the manner all reports required and other documents required, if any, 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 and the rules and regulations adopted thereunder and (ii) make available information necessary to in subparagraph (c)(1) comply with Rule 144 and Rule 144A, if available with respect to resales of Rule 144) to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act pursuant to Rule 144Act, (ii) cooperate with the Holders to cause the transfer agent to remove any restrictive legend on certificates evidencing Registrable Securities in connection with any proposed sale pursuant to Rule 144, and (iii) cooperate with any Holder and take such further actions as any Holder may reasonably requestat all times, all to the extent required from time to time to enable the Holders such Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (x) Rule 144. In furtherance 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the foregoingRegistrable Securities), so long as such rules may be amended from time to time or (y) any party hereto owns other rules or regulations now existing or hereafter adopted by the Commission. Upon the reasonable request of any Holder of Registrable Securities, the Company will furnish deliver to such Person forthwith upon reasonable request Holder a written statement by the Company as to its compliance whether it has complied with the reporting requirements of Rule 144 (at any time commencing ninety (90) days after the effective date of the first registration filed by the Company for an offering of the Company’s securities to the general public)such information requirements, and, if not, the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act)specific reasons for non-compliance.