Common use of Rule 144 and Rule 144A Clause in Contracts

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Certificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 2 contracts

Samples: Exchange and Registration Rights Agreement (America West Airlines Inc), Exchange and Registration Rights Agreement (America West Airlines Inc)

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Rule 144 and Rule 144A. For so long as the Company is Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases they cease to be so required to file such reports, it they will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company Issuers will deliver to such Holder Xxxxxx a written statement as to whether it has they have complied with such requirements.

Appears in 2 contracts

Samples: Purchase Agreement (Bear Island Finance Co Ii), Purchase Agreement (Bear Island Finance Co Ii)

Rule 144 and Rule 144A. For so long as If the Company is ceases to be subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Certificates Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the Securities Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Notes or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information to a prospective purchaser (including, without limitation, the information specified in Rule 144A(d)(4) under the Securities Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case, case to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) to the extent applicable, Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Certificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Mobile Radio Dipsa), Registration Rights Agreement (Telefonos De Mexico S a B De C V)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request in writing, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nine West Group Inc /De), Registration Rights Agreement (Tmil Corp)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and it will take such further action as any Holder of Registrable Notes may reasonably request and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Genesis Health Ventures Inc /Pa)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will shall file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will shall upon the request of any Holder of Registrable Certificates (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Certificates may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable Certificates, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (United Air Lines Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it they will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and it will take such further action as any Holder of Registrable Securities may reasonably request and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Certificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.request

Appears in 1 contract

Samples: Registration Rights Agreement (National Oilwell Inc)

Rule 144 and Rule 144A. For During the Effectiveness Period, for so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 13 of 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If during the Effectiveness Period the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable CertificatesSecurities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (General Cable Corp /De/)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Securities (iA) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiB) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iiiC) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesSecurities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Centerpoint Energy Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or Section 15 of the 1934 Act, the Company covenants that it will shall file the reports required to be filed by it under the 1933 Act and Section 13(a) or Section 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will shall upon the request of any Holder of Registrable Certificates Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it shall take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesSecurities, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Istar Financial Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Preferred Stock (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiAct,(ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Preferred Stock without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesPreferred Stock, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Preferred Stock Exchange and Registration Rights Agreement (Rural Cellular Corp)

Rule 144 and Rule 144A. For so long as If the Company is subject ceases to the reporting requirements of Section 13 or 15 of be required to file reports under the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates of (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 ActAct if Rule 144 is applicable to a sale by such Holder, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to timetime if Rule 144 is applicable to the sale, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesSecurities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Navios Maritime Holdings Inc.)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Certificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Republic Services Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiAct,(ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Notes Exchange and Registration Rights Agreement (Rural Cellular Corp)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions 22 24 provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesSecurities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Smithkline Diagnostics Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SECSEC (provided that the obligations of the Company under any such similar rules or regulations shall not be more burdensome in any substantial respect than those referred to in clauses (x) or (y)). Upon the reasonable request of any Holder of Registrable CertificatesSecurities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Aristech Chemical Corp)

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Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunderAct, that if it ceases to be so required to file such reports, it will upon the written request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and they will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has or not they have complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Ndchealth Corp)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Notes Registration Rights Agreement (Dti Holdings Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesSecurities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Fremont General Corp)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company agrees to comply with the information obligations to the extent that it is required by applicable law or regulations.

Appears in 1 contract

Samples: Registration Rights Agreement (Noble Energy Inc)

Rule 144 and Rule 144A. For so long as the Company is Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases they cease to be so required to file such reports, it they will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Bear Island Finance Co Ii)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such farther action as any Holder of Registrable Notes may reasonably request, and (iii) take such further farther action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Continental Airlines Inc /De/)

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Issuer ceases to be so required to file such reports, the Issuer covenants that it will upon the request of any Holder of Registrable Certificates Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.such

Appears in 1 contract

Samples: Registration Rights Agreement (Metropolitan Edison Co)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates 144A Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates 144A Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Certificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Monsanto Co /New/)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Certificates Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable CertificatesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Wam Net Inc)

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will shall file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will shall upon the request of any Holder of Registrable Certificates Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable CertificatesNotes, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Rockwood Specialties Group Inc)

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