Common use of Resales Under Rule 144 Clause in Contracts

Resales Under Rule 144. With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit the Investor to sell common shares issuable upon conversion of the Note (“Conversion Shares”) to the public without registration, the Company will do all of the following: 3.7.1 use its commercial best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; 3.7.2 take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary to enable the Investor to utilize Rule 144; 3.7.3 file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and 3.7.4 furnish to the Investor forthwith upon written request: (1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements); (2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; (3) an opinion of the Company’s counsel that the Note and/or the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act pursuant to Rule 144; and (4) such other documents as may be reasonably requested in availing the Investor of any rule or regulation of the SEC that permits the selling of the Note and/or the Conversion Shares without registration.

Resales Under Rule 144. With a view to making available to the Investor Seller the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit the Investor Seller to sell common shares issuable upon conversion of the Note (“Conversion Shares”) Shares to the public without registration, the Company will do all of the following: 3.7.1 2.7.1 use its commercial best commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; 3.7.2 2.7.2 take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary to enable the Investor Seller to utilize Rule 144; 3.7.3 2.7.3 file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and 3.7.4 2.7.4 furnish to the Investor Seller, so long as the Seller owns any Conversion Shares, forthwith upon written request: (1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements); (2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; (3) an opinion of the Company’s counsel that the Note and/or the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities 1933 Act pursuant to Rule 144; and (4) such other documents as may be reasonably requested in availing the Investor Seller of any rule or regulation of the SEC that permits the selling of the Note and/or the Conversion any such Shares without registrationregistration or pursuant to such form.

Resales Under Rule 144. With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit the Investor to sell common shares issuable upon conversion of the Note (“Conversion Shares”) Shares to the public without registration, the Company will do all of the following: 3.7.1 use its commercial best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; 3.7.2 take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary to enable the Investor to utilize Rule 144; 3.7.3 file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and 3.7.4 furnish to the Investor, so long as the Investor owns any Shares, forthwith upon written request: (1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements); (2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; (3) an opinion of the Company’s counsel that the Note and/or the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act pursuant to Rule 144; and (4) such other documents as may be reasonably requested in availing the Investor of any rule or regulation of the SEC that permits the selling of the Note and/or the any such Conversion Shares without registration.

Resales Under Rule 144. With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit the Investor to sell common shares issuable upon conversion of the Note (“Conversion Shares”) Shares to the public without registration, the Company will do all of the following: 3.7.1 use its commercial best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; 3.7.2 take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary to enable the Investor to utilize Rule 144; 3.7.3 file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and 3.7.4 furnish to the Investor, so long as the Investor owns any Conversion Shares, forthwith upon written request: (1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements); (2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; (3) an opinion of the Company’s counsel that the Note and/or the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act pursuant to Rule 144; and (4) such other documents as may be reasonably requested in availing the Investor of any rule or regulation of the SEC that permits the selling of the Note and/or the any such Conversion Shares without registrationregistration or pursuant to such form.

Resales Under Rule 144. With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit the Investor to sell common shares issuable upon conversion of the Note (“Conversion Shares”) Shares to the public without registration, the Company will do all of the following: 3.7.1 use its commercial best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; 3.7.2 take such action, including compliance with the reporting requirements of section 13 or 15(d) of the 1934 Act, as is necessary to enable the Investor to utilize Rule 144; 3.7.3 file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and 3.7.4 furnish to the Investor, so long as the Investor owns any Conversion Shares, forthwith upon written request: (1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements); (2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; (3) an opinion of the Company’s counsel that the Note and/or the Conversion Shares may be resold in the absence of an effective registration thereof under the Securities Act pursuant to Rule 144; and (4) such other documents as may be reasonably requested in availing the Investor of any rule or regulation of the SEC that permits the selling of the Note and/or the any such Conversion Shares without registration.