Common use of Reports Under Exchange Act Clause in Contracts

Reports Under Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser to sell Registrable Shares to the public without registration, and with a view to making it possible to register the Registrable Shares pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to a Purchaser owning any Registrable Shares or its agent upon reasonable request (i) a written statement by the Company that is has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified), (ii) 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 (iii) such other information as may be reasonably required in availing any Purchaser of Registrable Shares of any rule or regulation of the Commission which permits the selling of any such Registrable Shares without registration or pursuant to such form.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Cell Pathways Holdings Inc), Stock Purchase Agreement (Cell Pathways Holdings Inc), Stock Purchase Agreement (Cell Pathways Holdings Inc)

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Reports Under Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser to sell Registrable Shares Securities to the public without registration, and with a view to making it possible to register the Registrable Shares Securities pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Actact; and (c) furnish to a Purchaser owning any Registrable Shares Securities or its agent upon reasonable request (i) a written statement by the Company that is has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Actact, or that it qualifies as a registrant whose Registrable Shares Securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified), (ii) 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 (iii) such other information as may be reasonably required in availing any Purchaser of Registrable Shares Securities of any rule or regulation of the Commission which permits the selling of any such Registrable Shares Securities without registration or pursuant to such form.

Appears in 4 contracts

Samples: Purchase Agreement (Cell Pathways Holdings Inc), Purchase Agreement (Cell Pathways Holdings Inc), Purchase Agreement (Cell Pathways Holdings Inc)

Reports Under Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser to sell Registrable Shares Securities to the public without registration, and with a view to making it possible for any such Purchaser to register the Registrable Shares Securities pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Actact; and (c) furnish to a Purchaser owning any Registrable Shares or its agent Securities upon reasonable request (i) a written statement by the Company that is has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Actact, or that it qualifies as a registrant whose Registrable Shares Securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified), (ii) 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 (iii) such other information as may be reasonably required in availing any Purchaser of Registrable Shares Securities of any rule or regulation of the Commission which permits the selling of any such Registrable Shares Securities without registration or pursuant to such form.

Appears in 3 contracts

Samples: Purchase Agreement (Ott LLC), Purchase Agreement (Neose Technologies Inc), Purchase Agreement (Neose Technologies Inc)

Reports Under Exchange Act. With a view to making available to the Purchasers Holders the benefits of Rule 144 promulgated under the Securities 1933 Act and any other rule or regulation of the Commission SEC that may at any time permit a Purchaser Holder to sell Registrable Shares Securities to the public without registration, and with a view to making it possible for any such Holder to register the Registrable Shares Securities pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as those terms are understood and defined in Rule 144, at all times; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange Act; and (c) furnish to a Purchaser Holder owning any Registrable Shares or its agent Securities upon reasonable request (i) a written statement by the Company that is it has complied with the reporting requirements of Rule 144, the Securities 1933 Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares Securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualifiedqualifies), (ii) 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 (iii) such other information as may be reasonably required in availing any Purchaser Holder of Registrable Shares Securities of any rule or regulation of the Commission SEC which permits the selling of any such Registrable Shares Securities without registration or pursuant to such form.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Neose Technologies Inc), Stock Purchase Agreement (Photoelectron Corp)

Reports Under Exchange Act. With a view to making available to the Purchasers Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission SEC that may at any time permit a Purchaser Holder to sell Registrable Shares securities of the REIT to the public without registration, and with a view to making it possible to register the Registrable Shares registration or pursuant to a such expedited or short-form registration statement on Form S-3procedures as may be available from time to time under the Securities Act, the Company REIT agrees to use commercially reasonable efforts to: (a) make continuously maintain in effect the registration of the Common Shares under Section 12 of the Exchange Act, and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company REIT under the Securities Act and the Exchange Act; and (cb) furnish to a Purchaser owning any Holder, so long as the Holder owns any Registrable Shares or its agent Shares, forthwith upon reasonable request request, (i) a written statement by the Company REIT that is it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, Act or that it qualifies as a registrant an issuer whose Registrable Shares securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified), or Rule 144; and (ii) 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 (iii) such other information as reasonably may be reasonably required requested in availing any Purchaser of Registrable Shares Holder of any rule or regulation of the Commission SEC which permits the selling of any such Registrable Shares securities without registration or pursuant to such formForm.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dividend Capital Trust Inc), Registration Rights Agreement (DCT Industrial Trust Inc.)

Reports Under Exchange Act. With a view to making available to the Purchasers Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission SEC that may at any time permit a Purchaser Holder to sell Registrable Shares securities of the Company to the public without registration, and with a view to making it possible to register the Registrable Shares pursuant to a registration statement on Form S-3, the Company agrees toshall: (a) make and keep available public informationinformation available, as those terms are understood and defined in Rule 144, at all timestimes after the date hereof and so long as the Company is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to a Purchaser owning any Holder, so long as the Holder owns any Registrable Shares or its agent Securities, forthwith upon reasonable request (i) a written statement by the Company that is it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualifiedqualifies), (ii) 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 (iii) such other information as may be reasonably required requested in availing any Purchaser of Registrable Shares Holder of any rule or regulation of the Commission SEC which permits the selling of any such Registrable Shares securities without registration or pursuant to such form.

Appears in 2 contracts

Samples: Registration Rights Agreement (Intersections Inc), Registration Rights Agreement (CareView Communications Inc)

Reports Under Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser to sell Registrable Shares Securities to the public without registration, and with a view to making it possible to register the Registrable Shares Securities pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to a Purchaser owning any Registrable Shares Securities or its agent upon reasonable request (i) a written statement by the Company that is has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares Securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified), (ii) 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 (iii) such other information as may be reasonably required in availing any Purchaser of Registrable Shares Securities of any rule or regulation of the Commission which permits the selling of any such Registrable Shares Securities without registration or pursuant to such form.

Appears in 1 contract

Samples: Purchase Agreement (Msi Holdings Inc/)

Reports Under Exchange Act. SECTION 11.1. With a view to making available to the Purchasers Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission SEC that may at any time permit a Purchaser Holder to sell Registrable Shares securities of the Company to the public without registration, and with a view to making it possible to register the Registrable Shares registration or pursuant to a registration statement on Form S-3S 3, the Company agrees that so long as the Company is subject to the reporting requirements of the Exchange Act, to: (a) make Make and keep available public informationinformation available, as those terms are understood and defined in Rule 144, at all times; (b) file Take such action, including the voluntary registration of its Common Shares under the Exchange Act, as is necessary to enable the Holders to utilize Form S 3 for the same of the Registrable Securities; (c) File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (cd) furnish Furnish to a Purchaser owning any Holder, so long as the Holder owns any Registrable Shares or its agent Securities, upon reasonable request (i) a written statement by the Company that is has complied as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or as to its qualification that it qualifies as a registrant whose Registrable Shares securities may be resold pursuant to a registration statement on Form S-3 S 3 (at any time after it so qualifiedqualifies), (ii) 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 (iii) such other information as may be reasonably required requested in availing any Purchaser of Registrable Shares Holder of any rule or regulation of the Commission SEC which permits the selling of any such Registrable Shares securities without registration or pursuant to such form.

Appears in 1 contract

Samples: Registration Rights Agreement (Entertainment Properties Trust)

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Reports Under Exchange Act. With a view to making available to the Purchasers Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission SEC that may at any time permit a Purchaser Holder to sell Registrable Shares securities of the Company to the public without registration, and with a view to making it possible to register the Registrable Shares registration generally or pursuant to a registration statement on Form S-3, the Company agrees to use commercially reasonable efforts to: (a1) make and keep available public informationinformation available, as those terms are understood and defined in SEC Rule 144, at all times; (b2) qualify for registration on Form S-3 for the resale of the Registrable Securities; (3) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c4) furnish to a Purchaser owning any Holder, so long as the Holder owns any Registrable Shares or its agent Securities, promptly upon reasonable request (i) a written statement by the Company that is it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified)S-3, (ii) a copy of the most recent annual or and/or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably required requested in availing any Purchaser of Registrable Shares Holder of any rule or regulation of the Commission SEC which permits the selling of any such Registrable Shares securities without registration or pursuant to such form.

Appears in 1 contract

Samples: Registration Rights Agreement (Naturade Inc)

Reports Under Exchange Act. With a view to making available to the Purchasers Sellers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser Seller to sell Registrable Shares Securities to the public without registration, and with a view to making it possible to register the Registrable Shares Securities pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to a Purchaser Seller owning any Registrable Shares Securities or its agent upon reasonable request (i) a written statement by the Company that is it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares Securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualifiedqualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably required in availing any Purchaser Seller of Registrable Shares Securities of any rule or regulation of the Commission which permits the selling of any such Registrable Shares Securities without registration or pursuant to such form.

Appears in 1 contract

Samples: Registration Rights Agreement (Aperian Inc)

Reports Under Exchange Act. With a view to making available to the Purchasers Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser Holder to sell Registrable Shares securities of the Company to the public without registration, and with a view to making it possible to register the Registrable Shares registration generally or pursuant to a an effective registration statement on Form S-3statement, the Company agrees to use reasonable commercial efforts to: (a) make and keep available public informationinformation available, as those terms are understood and defined in Rule 144, at all times; (b) qualify for registration for the sale of Registrable Shares; (c) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (cd) furnish to a Purchaser owning any Holder, so long as the Holder owns any Registrable Shares or its agent Shares, promptly upon reasonable request (i) a written statement by the Company that is it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualified)S-3, (ii) a copy of the most recent annual or and/or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably required requested in availing any Purchaser of Registrable Shares Holder of any rule or regulation of the Commission which permits the selling of any such Registrable Shares without registration or pursuant to such form.

Appears in 1 contract

Samples: Registration Rights Agreement (Applied Magnetics Corp)

Reports Under Exchange Act. With a view to making available to the Purchasers Sellers the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Purchaser Seller to sell Registrable Shares Securities to the public without registration, and with a view to making it possible to register the Registrable Shares Securities pursuant to a registration statement on Form S-3, the Company agrees to: (a) make and keep available public information, as understood and defined in Rule 144, at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to a Purchaser Seller owning any Registrable Shares Securities or its agent upon reasonable request (i) a written statement by the Company that is has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose Registrable Shares Securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualifiedqualifies), (ii) 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 (iii) such other information as may be reasonably required in availing any Purchaser Seller of Registrable Shares Securities of any rule or regulation of the Commission which permits the selling of any such Registrable Shares Securities without registration or pursuant to such form.

Appears in 1 contract

Samples: Merger Agreement (Msi Holdings Inc/)

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