Common use of Reporting Requirements; Rule 144 Clause in Contracts

Reporting Requirements; Rule 144. Until the earlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the JDSU Group ceases to own any Registrable Securities, Lumentum shall use its commercially reasonable efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Sections 13, 14 and 15(d), as applicable, of the Exchange Act so that Lumentum will qualify for registration on Form S-3 and to enable the JDSU Group to Sell Registrable Securities without registration under the Securities Act consistent with the exemptions from registration under the Securities Act provided by (i) Rule 144 or Regulation S under the Securities Act, as amended from time to time, or (ii) any similar SEC rule or regulation then in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which the JDSU Group ceases to own any Registrable Securities, Lumentum shall forthwith upon request furnish any Holder (x) a written statement by Lumentum as to whether it has complied with such requirements and, if not, the specifics thereof, (y) a copy of the most recent annual or quarterly report of Lumentum and (z) such other reports and documents filed by Lumentum with the SEC as such Holder may reasonably request in availing itself of an exemption for the offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Until the earlier of (a) the expiration or termination of this Agreement in accordance with its terms and or (b) the date upon which the JDSU Shareholder Group ceases to own any Registrable Securities, Lumentum the Company shall use its commercially reasonable efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Sections 13, 14 and 15(d), as applicable, of the Exchange Act so that Lumentum the Company will qualify for registration on Form S-3 or F-3 and to enable the JDSU Shareholder Group to Sell Registrable Securities without registration under the Securities Act consistent with the exemptions from registration under the Securities Act provided by (i) Rule 144 or Regulation S under the Securities Act, as amended from time to time, or (ii) any similar SEC rule or regulation then in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which the JDSU Shareholder Group ceases to own any Registrable Securities, Lumentum the Company shall forthwith upon request furnish any Holder (x) a written statement by Lumentum the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (y) a copy of the most recent annual or quarterly report of Lumentum the Company and (z) such other reports and documents filed by Lumentum the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the offering and Sale of Registrable Securities without registration under the Securities Act.