Common use of Reports under 1933 Act and 1934 Act Clause in Contracts

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer the benefits of Rule 144, the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shall: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC in a timely manner; and (iii) furnish to the Holder at any time prior to the Transaction End Date, promptly upon reasonable request, (a) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, and (b) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without limitation; and (iv) at the request of the Holder, give the Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer of (A) a certificate (a “Rule 144 Certificate”) certifying that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; and (B) an opinion of counsel acceptable to the Company if not given by Company Counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer each Subscriber the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit the Subscriber to sell securities of the Company to the public without Registration (“Rule 144”), the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shallagrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC Commission in a timely mannermanner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (iii) furnish to the Holder at any time prior to Subscriber so long as the Transaction End DateSubscriber owns Registrable Securities, promptly upon reasonable request, (ax) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (y) if not available on the Commission’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (bz) such other information as may be reasonably requested to permit the Holder Subscriber to sell such securities pursuant to Rule 144 without limitationregistration; and (iv) at the request of the any Subscriber holding Purchased Shares or Warrant Shares (a “Holder”), give the its Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer such Holder of (A1) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the shares of Purchased Shares or Warrant Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; months and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the 1933 Act, and (B2) an opinion of counsel acceptable to the Company (for which purposes it is agreed that the opinion of Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company Counselcounsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statementRegistration Statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(sbuyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer each Subscriber the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit the Subscriber to sell securities of the Company to the public without Registration (“Rule 144”), the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shallagrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC Commission in a timely mannermanner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (iii) furnish to the Holder at any time prior to Subscriber so long as the Transaction End DateSubscriber owns Registrable Securities, promptly upon reasonable request, (ax) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (y) if not available on the Commission’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (bz) such other information as may be reasonably requested to permit the Holder Subscriber to sell such securities pursuant to Rule 144 without limitationregistration; and (iv) at the request of the any Subscriber holding Registrable Securities (a “Holder”), give the its Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer such Holder of (A1) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares shares of Registrable Securities which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; months and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the 1933 Act, and (B2) an opinion of counsel acceptable to the Company (for which purposes it is agreed that the opinion of Xxxxxxx & Xxxxxx LLP shall be deemed acceptable if not given by Company Counselcounsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statementRegistration Statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(sbuyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer Wild the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit Wild to sell securities of the Corporation to the public without Registration (“Rule 144”), the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shallCorporation agrees to: (ia) make and keep public information available, as those terms are understood and defined in Rule 144; (iib) file all Current Information Reports with the SEC Commission in a timely mannermanner all reports and other documents required of the Corporation under the 1933 Act and the 1934 Act; and (iiic) furnish to Wild so long as the Holder at any time prior to Wild owns the Transaction End DatePurchase Shares, the Warrant Shares or the Exchange Shares (the “Registerable Securities”) or Securities convertible into Registerable Securities, promptly upon reasonable request, (a1) a written statement by the Company Corporation that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (2) if not available on the Commission’s EXXXX system, a copy of the most recent annual or quarterly report of the Corporation and such other reports and documents so filed by the Corporation and (b3) such other information as may be reasonably requested to permit the Holder Wild to sell such securities pursuant to Rule 144 without limitationregistration; and (ivd) at the request of Wild, the Holder, Corporation shall give the its Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the CompanyCorporation, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer of Wild of (A1) a certificate (a “Rule 144 Certificate”) certifying (A) that the HolderWild’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares shares of Registerable Securities which the Holder Wild proposes to sell (the “Securities Being Sold”) is not less than six (6) months; and required by Rule 144and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the 1933 Act, and (2) an opinion of counsel acceptable to the Company Corporation (for which purposes it is agreed that the opinion of Fxxxx Xxxxx Txxx LLC shall be deemed acceptable if not given by Company CounselCorporation counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statementRegistration Statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(sbuyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the HolderWild, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the HolderWild). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company Corporation shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer the Subscriber the benefits of Rule 144 or any other similar rule or regulation of the Commission that may at any time permit the Subscriber to sell securities of the Company to the public without Registration (“Rule 144”), the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shallagrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC Commission in a timely mannermanner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (iii) furnish to the Holder at any time prior to Subscriber so long as the Transaction End DateSubscriber owns Registrable Securities, promptly upon reasonable request, (ax) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (y) if not available on the Commission’s XXXXX system, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (bz) such other information as may be reasonably requested to permit the Holder Subscriber to sell such securities pursuant to Rule 144 without limitationregistration; and (iv) at the request of the Subscriber holding Purchased Shares or Warrant Shares (a “Holder”), give the its Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer such Holder of (A1) a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the shares of Purchased Shares or Warrant Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; months and (B) as to such other matters as may be appropriate in accordance with Rule 144 under the 1933 Act, and (B2) an opinion of counsel acceptable to the Company (for which purposes it is agreed that the opinion of Xxxxxxx & Prager LLP shall be deemed acceptable if not given by Company Counselcounsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statementRegistration Statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(sSubscriber(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer Investor the benefits of Rule 144, the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shall: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC in a timely manner; and (iii) furnish to the Holder at any time prior to the Transaction End Date, promptly upon reasonable request, (a) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, and (b) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without limitation; and (iv) at the request of the Holder, give the Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer of (A) a certificate (a “Rule 144 Certificate”) certifying that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; and (B) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Xxxxxx, LLP shall be deemed acceptable)2 if not given by Company Counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(sbuyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer Investor the benefits of Rule 144, the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shall):: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC in a timely mannermanner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (iii) furnish to the Holder at any time prior to the Transaction End Date, promptly upon reasonable request, (a) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, and (b) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without limitation; and (iv) at the request of the Holder, give the Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer of (A) a certificate (a “Rule 144 Certificate”) certifying that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; and (B) an opinion of counsel acceptable to the Company (for which purposes it is agreed that Xxxxxxx & Xxxxxx, LLP shall be deemed acceptable)4 if not given by Company Counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(sbuyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.

Reports under 1933 Act and 1934 Act. With a view to making available to Buyer Investor the benefits of Rule 144, the Company agrees, subject to the provisions of Section 4(d) hereof, to (all at the Company’s expense) that the Company shall: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file all Current Information Reports with the SEC in a timely manner; and (iii) furnish to the Holder at any time prior to the Transaction End Date, promptly upon reasonable request, (a) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, and (b) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without limitation; and (iv) at the request of the Holder, give the Transfer Agent instructions (supported by an opinion of Company Counsel or other counsel to the Company, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from the Buyer of (A) a certificate (a “Rule 144 Certificate”) certifying that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the Shares which the Holder proposes to sell (the “Securities Being Sold”) is not less than six (6) months; and (B) an opinion of counsel acceptable to the Company if not given by Company Counsel) that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, the Transfer Agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Holder). If the Transfer Agent reasonably requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.