Common use of RULE 144 AND 145 Clause in Contracts

RULE 144 AND 145. From and after the Effective Time of the Merger and for so long as is necessary in order to permit Stockholder to sell the Tek Preferred Stock held by and pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Tek will use its reasonable best efforts to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit Stockholder to sell the Tek Preferred Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Any future disposition by Stockholder of Tek Preferred Stock will be accomplished in compliance with all applicable securities laws. Stockholder understands that Tek is under no obligation to register the sale, transfer or other disposition of any Restricted Securities by or on behalf of such Stockholder or to take any other action necessary in order to make compliance with an exemption from registration available.

RULE 144 AND 145. From and after the Effective Time of the Merger and for so long as is necessary in order to permit Stockholder to sell the Tek Preferred Stock held by and pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Tek will use its reasonable best efforts to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"), referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit Stockholder to sell the Tek Preferred Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Any future disposition by Stockholder of Tek Preferred Stock will be accomplished in compliance with all applicable securities laws. Stockholder understands that Tek is under no obligation to register the sale, transfer or other disposition of any Restricted Securities by or on behalf of such Stockholder or to take any other action necessary in order to make compliance with an exemption from registration available.