REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder 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 Shareholder to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended, (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 (c) furnish to the Shareholder so long as the Shareholder owns IMSC Shares promptly upon request, (i) a certificate of the Secretary of the Company 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 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 to permit the Shareholder to sell the Registerable Securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (International Menu Solutions Corp), Registration Rights Agreement (Southbridge Investment Partnership No 1)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors the benefits of Rule 144 promulgated under 144, so long as the 1933 Act or Investors hold any other similar rule or regulation of the SEC that may at any time permit the Shareholder to sell securities of the Company to the public without registration ("Rule 144")Registrable Securities, the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the 1933 Act 144 and the 1934 Act, (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 andwith the SEC if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Patriot National, Inc.), Securities Purchase Agreement (Patriot National, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon requestrequest and to the extent not available on the SEC’s XXXXX website, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Midway Gold Corp), Registration Rights Agreement (Adept Technology Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to use commercially reasonable efforts to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner (taking into account any permitted extensions to file) all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Natural Gas Systems Inc/New), Registration Rights Agreement (Natural Gas Systems Inc/New)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andwith the SEC if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (A123 Systems, Inc.), Registration Rights Agreement (A123 Systems, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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 sale of the Registrable Securities pursuant to Rule 144; and
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With Provided that an Initial Public Offering has been consummated and with a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company and, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Qiao Xing Mobile Communication Co., Ltd.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"), ”) the Company agrees to:
(a) : make and keep public information available, as those terms are understood and defined in Rule 144;
(b) ; file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 6.3 of the Indirect Primary Offering Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) and furnish to the Shareholder Investor so long as the Shareholder Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Marketing Worldwide Corp)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner (or obtain extensions in respect thereto and file within the applicable period) all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor, so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With Until the date on which the Investors shall have sold all the Common Shares, with a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Commerce One Inc / De/)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holders 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 Shareholder Holders to sell securities of the Company to the public without registration ("Rule RULE 144")) once it is subject to the reporting requirements of the Exchange Act, the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Holder so long as the Shareholder such Holder owns IMSC Shares Registerable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company Company, and such other reports and documents so filed by the Company and, (iii) such other information as may be reasonably requested to permit the Shareholder such Holder to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Vaughan Foods, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to, so long as an Investor owns Registrable Securities:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) a. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) b. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company and(unless such report or document is already publicly available), and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cellect Biotechnology Ltd.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder 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 Shareholder to sell securities of the Company to the public without registration ("Rule 144"), the 9 Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended, (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
(c) furnish to the Shareholder so long as the Shareholder owns IMSC Shares promptly upon request, (i) a certificate of the Secretary of the Company 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 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 to permit the Shareholder to sell the Registerable Securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Southbridge Investment Partnership No 1)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees agrees, and shall cause any successor company or such successor’s beneficial owner, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company and, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (NPS Pharmaceuticals Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holders 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 Shareholder Holders to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees to use its best efforts, during the term of this Agreement, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder Holders so long as the Shareholder owns IMSC Shares Holders own Registrable Securities, promptly upon written request, (i) a certificate of the Secretary of written statement by the Company that as to whether or not 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Holders to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Echostar Communications Corp)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees for a period of two (2) years from the date hereof to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Shareholder 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 Shareholder Investor to sell securities of the Company to the public without registration ("“Rule 144"”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to:
(a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and;
(c) c. Filing in a timely manner shall include when the Company files for an extension with respect to a periodic report and files for an extension to file such report and files such report within the time period required pursuant to such extension report.
d. furnish to the Shareholder so long as the Shareholder owns IMSC Shares Investor, promptly upon request, (iI) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) unless unavailable on the SEC's EDGAR database, a copy of the most recent annual or quarterly report of the xx xhe Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Lifestream Technologies Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder 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 Shareholder Investor to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees that after a Business Combination and once it has become subject to periodic reporting requirements of the SEC under the 1934 Act, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andif such reports are not otherwise available on the EXXXX system, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Flagship Global Health, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holders 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 Shareholder Holders to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to use its best efforts, during the term of this Agreement, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder Holders so long as the Shareholder owns IMSC Shares Holders own Registrable Securities, promptly upon written request, (i) a certificate of the Secretary of written statement by the Company that as to whether or not 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Holders to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Echostar Communications Corp)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder 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 Shareholder Investor to sell securities of the Company to the public without registration ("Rule RULE 144"), ) the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under the Line of Credit Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule RULE 144"), following the effectiveness of any Registration Statement and during the Registration Period, the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Western Goldfields Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), ) the Company agrees to:
(a) : make and keep public information available, as those terms are understood and defined in Rule 144;
(b) ; file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 6.3 of the Equity Line of Credit Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) and furnish to the Shareholder Investor so long as the Shareholder Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Smartire Systems Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees agrees, for so long as any Investor owns Registrable Securities, to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors the benefits of Rule 144 promulgated under 144, on and after the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Shareholder to sell securities of the Company to the public without registration ("Rule 144")Closing Date, the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the 1933 Act 144 and the 1934 Act, (ii) a copy of the most recent annual or quarterly report Annual Report on Form 10-K of the Company and such other reports and documents so filed by the Company andwith the SEC if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Marathon Patent Group, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to, while any Investor owns any Registrable Securities:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) following request of such Investor, 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, (which may be delivered by email) and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish make available to the Shareholder so long as the Shareholder owns IMSC Shares Investor, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holder 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 Shareholder Holder to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder so long as the Shareholder owns IMSC Shares Holder, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Holder to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Homeland Security Network, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all annual reports on Form 10-K or 10-KSB, and other documents quarterly reports on Form 10-Q or 10-QSB required of the Company under the 1933 1934 Act and the Securities Exchange Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon written request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Cleveland Biolabs Inc)
REPORTS UNDER THE 1934 ACT. With During the Reporting Period (as defined in the Second Amendment), with a view to making available to the Shareholder Investors the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144")registration, the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended, (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
(c) furnish to the Shareholder c. so long as any of the Shareholder Investors owns IMSC Shares Registrable Securities, promptly upon request, furnish to such Investor (i) a certificate of the Secretary of written statement by the Company that it has complied with the reporting requirements of the Exchange Act as required for applicable provisions of Rule 144, the 1933 Act and the 1934 Act, (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, and (iii) such other information as may be reasonably requested to permit the Shareholder such Investor to sell the Registerable such Registrable Securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Neos Therapeutics, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees agrees, so long as an Investor owns Registrable Securities, to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company and, (unless such report or document is already publicly available) and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Altair Engineering Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holders the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Shareholder Holders to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:: Star Scientific, Inc.
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Holder so long as the Shareholder such Holder owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 Act, (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 andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Holders to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Star Scientific Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Purchaser 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 Shareholder Purchaser to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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 sale of the Registrable Securities pursuant to Rule 144; and
(c) furnish to the Shareholder Purchaser so long as the Shareholder Purchaser owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holders the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Shareholder Holders to sell securities of the Company to the public without registration ("Rule RULE 144"), no later than the Effectiveness Deadline the Company agrees to:
(a) make and keep cause there to be "current public information available, information" available for the Company as those terms are understood and defined such term is used in Rule 144144 ;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Holder so long as the Shareholder such Holder owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 Act, (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 andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Holders to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees agrees, as long as any Investor continues to own any Registrable Securities, to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Liquidmetal Technologies Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement and/or the Asset Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 andwith the SEC if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Windtree Therapeutics Inc /De/)
REPORTS UNDER THE 1934 ACT. With So long as any Notes remain outstanding, with a view to making available to the Shareholder Buyers the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Shareholder Buyers to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the Securities Exchange Act of 1934, as amended, (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
(c) c. furnish to the Shareholder Buyers, so long as the Shareholder owns IMSC Shares Buyers own Registrable Securities, promptly upon request, furnish to the Buyers (i) a certificate of the Secretary of written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 ActExchange Act as required for applicable provisions of Rule 144, (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, and (iii) such other information as may be reasonably requested to permit the Shareholder Buyers to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder investors to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees agrees, during the term of this Agreement, to:
(a) : . make and keep public information available, as those terms are understood and defined in Rule 144;
(b) ; . file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) and . furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon written request, (i) a certificate of the Secretary of written statement by the Company that as to whether or not 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Goldman Sachs Group Lp)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 1934 Act and the Securities Exchange Act of 1934, as amended, (the "1934 Act") 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(c) of the TC&F Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act 144 and the 1934 Act, (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 andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Probe Manufacturing Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder investors to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees agrees, during the term of this Agreement, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon written request, (i) a certificate of the Secretary of written statement by the Company that as to whether or not 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees agrees, during the term of this Agreement, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon written request, (i) a certificate of the Secretary of written statement by the Company that as to whether or not 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Tudor Investment Corp Et Al)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holders 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 Shareholder Holder to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder so long as the Shareholder owns IMSC Shares Investor, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to, for so long any Investor holds any Registrable Securities:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (American Virtual Cloud Technologies, Inc.)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Holder 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 Shareholder Holder to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (the "1934 Act") so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to the Shareholder so long as the Shareholder owns IMSC Shares Investor, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investor to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Cal Bay International Inc)
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("Rule RULE 144"), the Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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 sale of the Registrable Securities pursuant to Rule 144; and
(c) furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of the Secretary of written statement by the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company andCompany, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
REPORTS UNDER THE 1934 ACT. With a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees agrees, so long as any Registrable Securities are issuable or held by any Investors, to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company and, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (eFuture Information Technology Inc.)
REPORTS UNDER THE 1934 ACT. With Provided that an Initial Public Offering has been consummated and with a view to making available to the Shareholder Investors 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 Shareholder Investors to sell securities of the Company to the public without registration ("“Rule 144"”), the Company agrees to:
(a) a. make and keep public information available, as those terms are understood and defined in Rule 144;
(b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange 1934 Act of 1934, as amended, (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
(c) c. furnish to the Shareholder each Investor so long as the Shareholder such Investor owns IMSC Shares Registrable Securities, promptly upon request, (i) a certificate of written statement by the Secretary of the Company 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 or quarterly report of the Company and such other reports and documents so filed by the Company and, and (iii) such other information as may be reasonably requested to permit the Shareholder Investors to sell the Registerable Securities such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Qiao Xing Universal Telephone Inc)