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

Facilitation of Sales Pursuant to Rule 144. The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, 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 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 Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, 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 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. If the Parent has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, as such Rule may be amended from time to timeif applicable, or has furnished the reports described herein in the manner provided above for the Company, including if applicable, by posting such reports on its website (including any similar or successor rule or regulation hereafter adopted consolidating financial information required by Regulation S-X relating to the Commission. Upon Company and the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Guarantors), the Company shall deliver be deemed to such holder a written statement as to whether it has complied be in compliance with such requirementsthe provisions of this covenant.

Facilitation of Sales Pursuant to Rule 144. The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall use commercially reasonably 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 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, . If at any time the Company is a “non-reporting issuer” as such term is defined under Rule may be amended from time to time144(c)(2), or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities then in connection with that holder’s any sale by a holder pursuant to Rule 144144(c), the 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]]