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Common use of Holding Period Clause in Contracts

Holding Period. (i) For the purposes of Rule 144, the Company acknowledges that the holding period of the Amended and Restated Primary Notes and the Series B Notes (including the corresponding Amended and Restated Conversion Shares and Series B Conversion Shares) may be tacked onto the holding period of the Existing Primary Notes and the Company agrees not to take a position contrary to this Section 1(f). The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Amended and Restated Conversion Shares and the Series B Conversion Shares that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Investor. (ii) So long as the Investor owns any 2008 Amendment Notes or 2008 Amendment Conversion Shares (collectively the "2008 Amendment Securities") or any capital stock of the Company issued or issuable with respect to the 2008 Amendment Securities as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the 2008 Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (1) make and keep public information available, as those terms are understood and defined in Rule 144; (2) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

Appears in 6 contracts

Samples: Amendment and Exchange Agreement (PNG Ventures Inc), Amendment and Exchange Agreement (Earth Biofuels Inc), Amendment and Exchange Agreement (Earth Biofuels Inc)

Holding Period. (i) For the purposes of Rule 144, the Company acknowledges that the holding period of (i) the Second Amended and Restated Primary Notes and the Series B Notes (including the corresponding Second Amended and Restated Conversion Shares and Series B Conversion Shares) may be tacked onto the holding period of the Existing Primary Notes and (ii) the Second Amended and Restated Warrants (including the corresponding Second Amended and Restated Warrant Shares) may be tacked onto the holding period of the Existing Warrants (in the case of Cashless Exercise (as defined in the Second Amended and Restated Warrants)), and the Company agrees not to take a position contrary to this Section 1(f3(d). The Second Amended and Restated Notes and the Second Amended and Restated Warrants are being issued without any restrictive legend. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Second Amended and Restated Conversion Shares and the Series B Conversion Second Amended and Restated Warrant Shares (so long as such Warrants are exercised by way of a Cashless Exercise) that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend (without the need for any action by the Investor. (ii) So long as ); provided, however, that to the extent the representation and warranty of the Investor owns any 2008 Amendment Notes or 2008 Amendment Conversion Shares in Section 3(f) of this Agreement does not continue to be accurate on the date of such issuance and during the preceding three-month period (collectively except for purposes of this proviso, references in Section 3(f) to “the "2008 Amendment Securities") or any capital stock date hereof” shall be deemed to be references to “the date of the Company issued or issuable with respect to the 2008 Amendment Securities as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the 2008 Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"such issuance”), the Company agrees to: (1) make and keep public information available, as those terms are understood and defined in trading of such shares shall be subject to compliance with Rule 144; (2) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

Appears in 5 contracts

Samples: Second Amendment and Exchange Agreement (Cash Systems Inc), Second Amendment and Exchange Agreement (Cash Systems Inc), Second Amendment and Exchange Agreement (Cash Systems Inc)

Holding Period. (ia) For In addition to any restrictions on transfer contained in the purposes CWI 2 OP LPA and without prior written consent of Rule 144CWI 2, until the Company acknowledges that earlier of (a) the holding period completion of CWI 2’s initial underwritten public offering of Common Stock, (b) ninety (90) days after the Amended and Restated Primary Notes and listing of Common Stock on a national securities exchange (either (a) or (b) an “IPO Event”), (c) the Series B Notes consummation of a Change in Control of CWI 2, (including d) solely in the corresponding Amended and Restated Conversion Shares and Series B Conversion Shares) may be tacked onto the holding period case of the Existing Primary Notes and the Company agrees not to take a position contrary to this Section 1(f). The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Amended and Restated Conversion Shares and the Series B Conversion Shares that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend without the need for any action securities held by the Investor. (ii) So long as the Investor owns any 2008 Amendment Notes or 2008 Amendment Conversion Shares (collectively the "2008 Amendment Securities") or any capital stock of the Company issued or issuable with respect to the 2008 Amendment Securities as a result of any stock splitWPC Entities, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the 2008 Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any such time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: following either (1) make and keep public information availablethe resignation of all representatives of the WPC Entities from CWI 2’s Board of Directors following a Change in Control of CWI 2 or WPC, as those terms are understood and defined in Rule 144; or (2) file as the WPC Entities do not have the right to designate any persons for election of directors at the annual meeting of stockholders of CWI 2 in accordance with this Agreement, or (e) except as contemplated by Section 1.5(a), solely in the SEC case of securities held by the Watermark Entities, such time as Medzigian no longer serves as Chief Executive Officer or a director of CWI 2, the WPC Entities or the Watermark Entities, as applicable, shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or warrant for the sale of, make any short sale or otherwise transfer or dispose or encumber (collectively, “Transfer”) the Common Stock, Preferred Stock or limited partnership interests in CWI 2 OP that it receives pursuant to Section 1.4 of this Agreement; provided, however, that, subject to compliance with applicable Laws, including applicable securities Laws, the WPC Entities and the Watermark Entities may engage in a timely manner all reports Permitted Transfer; provided, further, that the foregoing restrictions on pledges and other documents required encumbrances shall not apply where the beneficiary of the Company under pledge or encumbrance has agreed in writing to be bound by the 1933 Act restrictions set forth in this Section 1.6. In addition, in the event of an underwritten public offering of securities of CWI 2 and to the 1934 Act so long as extent requested by the Company remains subject to such requirements and the filing underwriters of such reports public offering, the WPC entities and other documents is required for Watermark Entities shall enter into customary lockup agreements to be negotiated in good faith by the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registrationparties.

Appears in 2 contracts

Samples: Internalization Agreement (Carey Watermark Investors 2 Inc), Internalization Agreement (Carey Watermark Investors Inc)

Holding Period. (i) For the purposes of Rule 144, the Company acknowledges that (i) the holding period of the Amended and Restated Primary Notes and the Series B Notes (including the corresponding Amended and Restated Conversion New Preferred Shares and Series B Conversion Shares) may shall be tacked onto the holding period of the Existing Primary Notes Note, (ii) the holding period of the New Preferred Exchange Shares, if any, shall be tacked onto the holding period of the Existing Note and the New Preferred Shares, and (iii) the holding period of the New Note Exchange Shares, if any, shall be tacked onto the holding period of the Existing Note, and, in each case, the Company agrees not to take a position contrary to this Section 1(f)12. The Company acknowledges and agrees to take all actions, including, without limitation, that (assuming the issuance by its legal counsel Holder is not an “affiliate” of any necessary legal opinions, necessary to issue the Amended and Restated Conversion Company as that term is defined in the 1933 Act) (i) the New Preferred Shares and the Final Closing Exchange Shares, upon issuance in accordance herewith and/or the Series B Conversion Shares that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Investor. C Certificate of Designations, as applicable, will be eligible to be resold pursuant to Rule 144, (ii) So long the Company is not aware of any event reasonably likely to occur that would reasonably be expected to result in the New Preferred Shares and/or the Final Closing Exchange Shares, as applicable, becoming ineligible to be resold by the Investor owns Holder pursuant to Rule 144 and (iii) in connection with any 2008 Amendment Notes or 2008 Amendment Conversion Shares (collectively the "2008 Amendment Securities") or any capital stock resale of the New Preferred Shares and/or the Final Closing Exchange Shares, as applicable, pursuant to Rule 144, the Holder shall solely be required to provide reasonable assurances that such applicable New Preferred Shares and/or the Final Closing Exchange Shares, as applicable, are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of Xxxxxx’s counsel. The Company issued shall be responsible for any transfer agent fees or issuable DTC fees or legal fees of the Company’s counsel with respect to the 2008 Amendment Securities as a result removal of legends, if any, or issuance of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of New Preferred Shares and/or the 2008 Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (1) make and keep public information availableFinal Closing Exchange Shares, as those terms are understood and defined in Rule 144; (2) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registrationapplicable.

Appears in 1 contract

Samples: Exchange Agreement (Akerna Corp.)

Holding Period. (ia) For In addition to any restrictions on transfer contained in the purposes CWI 2 OP LPA and without prior written consent of Rule 144CWI 2, until the Company acknowledges that earlier of (a) the holding period completion of CWI 2’s initial underwritten public offering of Common Stock, (b) ninety (90) days after the Amended and Restated Primary Notes and listing of Common Stock on a national securities exchange (either (a) or (b) an “IPO Event”), (c) the Series B Notes consummation of a Change in Control of CWI 2, (including d) solely in the corresponding Amended and Restated Conversion Shares and Series B Conversion Shares) may be tacked onto the holding period case of the Existing Primary Notes and the Company agrees not to take a position contrary to this Section 1(f). The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Amended and Restated Conversion Shares and the Series B Conversion Shares that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend without the need for any action securities held by the Investor. (ii) So long as the Investor owns any 2008 Amendment Notes or 2008 Amendment Conversion Shares (collectively the "2008 Amendment Securities") or any capital stock of the Company issued or issuable with respect to the 2008 Amendment Securities as a result of any stock splitWPC Entities, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the 2008 Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any such time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: following either (1) make and keep public information availablethe resignation of all representatives of the WPC Entities from CWI 2's Board of Directors following a Change in Control of CWI 2 or WPC, as those terms are understood and defined in Rule 144; or (2) file as the WPC Entities do not have the right to designate any persons for election of directors at the annual meeting of stockholders of CWI 2 in accordance with this Agreement, or (e) except as contemplated by Section 1.5(a), solely in the SEC case of securities held by the Watermark Entities, such time as Medzigian no longer serves as Chief Executive Officer or a director of CWI 2, the WPC Entities or the Watermark Entities, as applicable, shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or warrant for the sale of, make any short sale or otherwise transfer or dispose or encumber (collectively, “Transfer”) the Common Stock, Preferred Stock or limited partnership interests in CWI 2 OP that it receives pursuant to Section 1.4 of this Agreement; provided, however, that, subject to compliance with applicable Laws, including applicable securities Laws, the WPC Entities and the Watermark Entities may engage in a timely manner all reports Permitted Transfer; provided, further, that the foregoing restrictions on pledges and other documents required encumbrances shall not apply where the beneficiary of the Company under pledge or encumbrance has agreed in writing to be bound by the 1933 Act restrictions set forth in this Section 1.6. In addition, in the event of an underwritten public offering of securities of CWI 2 and to the 1934 Act so long as extent requested by the Company remains subject to such requirements and the filing underwriters of such reports public offering, the WPC entities and other documents is required for Watermark Entities shall enter into customary lockup agreements to be negotiated in good faith by the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registrationparties.

Appears in 1 contract

Samples: Internalization Agreement (W. P. Carey Inc.)

Holding Period. (i) For the purposes of Rule 144, the Company acknowledges that the holding period of the Amended and Restated Primary Notes and the Series B December Amendment Notes (including the corresponding Amended and Restated Conversion Shares and Series B December Amendment Conversion Shares) may be tacked onto the holding period of the Existing Primary Notes (including the corresponding Existing Conversion Shares) and the Company agrees not to take a position contrary to this Section 1(f1(e). The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Amended and Restated December Amendment Conversion Shares and the Series B Conversion Shares that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Investor. (ii) So long as the Investor owns any 2008 December Amendment Notes or 2008 December Amendment Conversion Shares (collectively the "2008 December Amendment Securities") or any capital stock of the Company issued or issuable with respect to the 2008 December Amendment Securities as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the 2008 December Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (1) make and keep public information available, as those terms are understood and defined in Rule 144; (2) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

Appears in 1 contract

Samples: Amendment and Exchange Agreement (Earth Biofuels Inc)