Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a Form S-3, the Company shall: (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144; (b) file with the 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 any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
Appears in 2 contracts
Samples: Registration Rights Agreement (GreenSky, Inc.), Registration Rights Agreement (GreenSky, Inc.)
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a Form S-3registration, the Company shallagrees to:
(a) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public;
(b) file with the 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 any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 144, the Securities Act and the Exchange Act (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPOit has become subject to such reporting requirements), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (Medical Solutions Management Inc.), Investor Rights Agreement (Medical Solutions Management Inc.)
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation promulgated under the Securities Act (“Rule 144”), which may permit the sale of the SEC that may at any time permit a Holder to sell securities of the Company Registrable Securities to the public without registration or pursuant to a Form S-3registration, the Company shallagrees at all times to:
(a) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the IPO;
(b) use its best efforts to file with the SEC in a timely manner all reports and other documents as may be required of the Company under the Securities Act and the Exchange Act; and
(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer Act (at any time after the Company so qualifiesit has become subject to such reporting requirements); , (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 requested in availing any Holder of any rule or regulation of the SEC that which permits the selling sale of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Xactly Corp), Investor Rights Agreement (Xactly Corp)
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:
(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after the Company has become subject to such reporting requirements); and
(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 (iiiii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Opgen Inc), Registration Rights Agreement (Opgen Inc)
Reports Under Exchange Act. With a view to making available to the Holders Investors the benefits of certain SEC Rule 144 rules and any other rule or regulation of the SEC regulations that may at any time permit a Holder to sell securities of the Company to the public sale of Registerable Securities without registration or pursuant to a Form S-3registration, the Company shallwill:
(a) make and keep available adequate current public information, as those terms are understood and defined in SEC information available (within the meaning of Rule 144;144 or any similar or analogous rule promulgated under the Securities Act) at all times after the Company has become subject to the Exchange Act reporting requirements,
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; Act (after the Company has become subject to such reporting requirements), and
(c) furnish to any Holder, so long as the Holder any Investor owns any Registrable Registerable Securities, forthwith furnish to such Investor upon request (i) to the extent accurate, a written statement by the Company that it has complied as to its compliance with the Rule 144 reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 calendar days after the effective date of the first registration statement filed by the Company for the an IPO), the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer Act (at any time after the Company so qualifies); has become subject to such reporting requirements) (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 reports and documents as may be such Investor reasonably requested requests in availing any Holder itself of any SEC rule or regulation of the SEC that permits the selling of any allowing such securities Investor to sell Registerable Securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ardent Health Partners, LLC), Registration Rights Agreement (Ardent Health Partners, LLC)
Reports Under Exchange Act. With a view to making available to the Holders Holder the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder to sell securities Registrable Shares of the Company to the public without registration or pursuant to a Form S-3registration, the Company shallagrees to:
(a) make Make and keep available adequate current public informationinformation available, as those terms are understood and defined used in SEC Rule 144, at all times;
(b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act, the Exchange Act and the Exchange Act; andrules and regulations of the Trading Market;
(c) furnish Furnish to any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request on request, (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of the SEC Commission that permits the selling of any such securities without registration or pursuant registration; and
(d) Undertake any additional actions reasonably necessary to maintain the availability of the use of Rule 144, the Company’s eligibility to file and maintain continuously effective Form S-3 (at registration statements and any time after future rules adopted by the Company so qualifies to use such form)Commission permitting the resale of the Registrable Securities.
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Investors the benefits of SEC Rule 144 and promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit a Holder the Investors to sell securities of the Company to the public without registration or pursuant to a Form S-3("Rule 144"), the Company shallagrees to:
(a) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 4(e) of the Subscription Agreement and Section 4(e) of the Note Purchase Agreement, as the case may be) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to any Holder, each Investor so long as the Holder such Investor owns any Registrable Securities, forthwith promptly upon request request, (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of to permit the SEC that permits the selling of any Investors to sell such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)Rule 144 without registration.
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Investor the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder the Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:
(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the one year anniversary of the date of this Agreement;
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after the Company has become subject to such reporting requirements); and
(c) furnish to any Holderthe Investor, so long as the Holder Investor owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); 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 may be reasonably requested in availing any Holder the Investor of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)S-3.
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Holder the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shallagrees to:
(a) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144, at all times after the date hereof;
(b) file with the 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 any Holder, so long as the Holder owns any Registrable Securitiesright, title and interest in, to or under this Warrant, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has then complied with the reporting requirements of SEC Rule 144 144, the Securities Act and the Exchange Act (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPOit has become subject to such reporting requirements), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company it so qualifies); , (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 requested in availing any Holder of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder an Investor to sell securities of the Company to the public without registration or pursuant to a Form S-3registration, the Company shall:
(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times;
(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after the Company has become subject to such reporting requirements); and
(c) furnish to any HolderInvestor, so long as the Holder Investor owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPOthis Agreement), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer Act (at any time after the Company so qualifieshas become subject to such reporting requirements); (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, only to the extent not otherwise publicly available or provided to all stockholders generally; and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies has become subject to use such formthe reporting requirements under the Exchange Act).
Appears in 1 contract
Samples: Registration Rights Agreement (Archipelago Learning, Inc.)
Reports Under Exchange Act. With a view to making available to the Holders Investor the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder the Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shallagrees to:
(ai) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;
(bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and
(ciii) furnish to any Holderthe Investor, so long as the Holder Investor owns any Registrable SecuritiesShares, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 144, the Securities Act and the Exchange Act (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPOit has become subject to such reporting requirements), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company it so qualifies); , (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 requested in availing any Holder the Investor of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Holder the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities Registrable Shares of the Company to the public without registration or pursuant to a Form S-3registration, the Company shallagrees to:
(a) make Make and keep available adequate current public informationinformation available, as those terms are understood and defined used in SEC Rule 144, at all times;
(b) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act, the Exchange Act and the Exchange Act; andrules and regulations of the Trading Market;
(c) furnish Furnish to any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request on request, (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant registration; and
(d) Undertake any additional actions reasonably necessary to Form S-3 (at maintain the availability of the use of Rule 144 and any time after future rules adopted by the Company so qualifies to use such form)SEC permitting the resale of the Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Callisto Pharmaceuticals Inc)
Reports Under Exchange Act. With a view to of making available to the Holders Holder the benefits of SEC Rule 144 of the Securities and Exchange Commission of the United States (the “SEC”) and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:
(ai) make Make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;
(bii) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and
(ciii) furnish to any Holder, so long as the Holder owns the Warrant or any Registrable SecuritiesWarrant Shares, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, and the Exchange ActAct (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies)S-3; (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 requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)S-3.
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Investors the benefits of SEC Rule 144 and promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit a Holder the Investors to sell securities of the Company to the public without registration or pursuant to a Form S-3("Rule 144"), the Company shallagrees to:
(a) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144;
(b) file with the 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 any Holder, each Investor so long as the Holder such Investor owns any Registrable Securities, forthwith promptly upon request request, (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of to permit the SEC that permits the selling of any Investors to sell such securities without registration or pursuant to Form S-3 Rule 144 without registration; and
(d) if at any time after the Company so qualifies is not required to file such reports with the SEC under Sections 13 or 15(d) of the Exchange Act, to use such form)its best efforts to make publicly available other information, upon the request of an Investor, so long as is necessary to permit publication by brokers and dealers of quotations for the Common Stock and sales of the Registrable Securities in accordance with Rule 15c2-11 under the Exchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (American Technology Corp /De/)
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a Form S-3registration, the Company shallagrees that so long as the Company is subject to the reporting requirements of the Exchange Act, to:
(ai) make Make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144;
(bii) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and
(ciii) furnish Furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (ia) to the extent accurate, a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPOEffective Date), the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (iib) 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 (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:
: (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;
; (b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after the Company is subject to such reporting requirements); and
and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); 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 may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
Appears in 1 contract
Samples: Voluntary Conversion Agreement
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3 or S-3, the Company shall:
(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;
(b) use commercially reasonable efforts to file with the 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 any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); 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 may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3 or S-3 (at any time after the Company so qualifies to use such form).
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Investor the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder the Investor to sell securities of the Company to the public without registration or pursuant to a Form S-3registration, the Company shallagrees to:
(a) make Make and keep available adequate current public informationinformation available, as those terms are understood and defined used in SEC Rule 144, at all times;
(b) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act; and”);
(c) furnish Furnish to any Holderthe Investor, so long as the Holder Investor owns any Registrable SecuritiesShares, forthwith upon request on request, (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder Investor of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant registration; and
(d) Undertake any additional actions reasonably necessary to Form S-3 (at any time after maintain the Company so qualifies to availability of the use such form).of Rule 144
Appears in 1 contract
Reports Under Exchange Act. With a view to making available to the Holders Holder the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder to sell securities Registrable Shares of the Company to the public without registration or pursuant to a Form S-3registration, the Company shallagrees to:
(a) make Make and keep available adequate current public informationinformation available, as those terms are understood and defined used in SEC Rule 144, at all times;
(b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act, the Exchange Act and the Exchange Act; andrules and regulations of the Trading Market;
(c) furnish Furnish to any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request on request, (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO)144, the Securities Act, Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (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 requested in availing any Holder of any rule or regulation of the SEC Commission that permits the selling of any such securities without registration or pursuant registration; and
(d) Undertake any additional actions reasonably necessary to Form S-3 (at maintain the availability of the use of Rule 144 and any time after future rules adopted by the Company so qualifies to use such form)Commission permitting the resale of the Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Microfield Group Inc)
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shallagrees to:
(a) make and keep available adequate current public informationinformation available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;
(b) use its reasonable best efforts to file with the 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 any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 144, the Securities Act and the Exchange Act (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPOit has become subject to such reporting requirements), the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or as a Well-Known Seasoned Issuer (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed or furnished by the Company; and (iii) Company as such other information as holder may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)request.
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Samples: Registration Rights Agreement (Installed Building Products, Inc.)