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

Rule 144 and Rule 144A. For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that they will file the reports required to be filed by 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 they cease to be so required to file such reports, they will upon the request of any Holder of Registrable 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 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 request of any Holder of Registrable Notes, the Issuers will deliver to such Xxxxxx a written statement as to whether they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease it ceases to be so required to file such reports, they it will upon the request of any Holder of Registrable Notes 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 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 Notes 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 NotesCertificates, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Issuers are Company ceases to be subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Issuers covenant Company covenants that they will file the reports required to be filed by 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 they cease to be so required to file such reports, they it will upon the request of any Holder or beneficial owner of Registrable 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 Act 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 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 request of any Holder of Registrable Notes, the Issuers will deliver to such Xxxxxx a written statement as to whether they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that they will file the reports required to be filed by them under the 1933 Act and Section 13(a) or 15(dl5-(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if they . If the Issuers cease to be so required to file such reports, the Issuers covenant that they will upon the request of any Holder of Registrable Notes Transfer Restricted 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 they will take such further action as any Holder of Transfer Restricted 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 Notes Transfer Restricted 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 request of any Holder of Registrable NotesTransfer Restricted Securities, the Issuers will deliver to such Xxxxxx Holder a written statement as to whether they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Issuers covenant Company covenants that they will it shall file the reports required to be filed by them 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, and that if they cease it ceases to be so required to file such reports, they will it shall upon the request of any Holder of Registrable 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 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 Notes, the Issuers will Company shall deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease . If the Company ceases to be so required to file such reports, they the Company covenants that it will upon the request of any Holder of Registrable Notes 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 Notes 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 request of any Holder of Registrable NotesSecurities, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease . If the Company ceases to be so required to file such reports, they the Company covenants that it will upon the request of any Holder of Registrable 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 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 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 request of any Holder of Registrable Notes, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease it ceases to be so required to file such reports, they it will upon the written request of any Holder of Registrable 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 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 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 written request of any Holder of Registrable Notes, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether or not they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease it ceases to be so required to file such reports, they it will upon the request of any Holder of Registrable 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 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 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 request of any Holder of Registrable Notes, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease it ceases to be so required to file such reports, they it will upon the request of any Holder of Registrable Notes 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 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 Notes 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 request of any Holder of Registrable NotesPreferred Stock, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that they will file the reports required to be filed by 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 they cease to be so required to file such reports, they will upon the request of any Holder of Registrable 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 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 request of any Holder of Registrable Notes, the Issuers will deliver to such Xxxxxx Holder a written statement as to whether they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease . If the Company ceases to be so required to file such reports, they the Company covenants that it will upon the request of any Holder of Registrable 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 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 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 request of any Holder of Registrable Notes, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have 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.

Rule 144 and Rule 144A. For so long as If the Issuers are subject cease to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that they will be required to file the reports required to be filed by 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, the Issuers covenant that if they cease to be so required to file such reports, they will upon the request of any Holder of Registrable Notes 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 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 Notes 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 written request of any Holder of Registrable NotesSecurities, the Issuers will deliver to such Xxxxxx Holder a written statement as to whether they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease . If the Company ceases to be so required to file such reports, they the Company covenants that it will upon the request of any Holder of Registrable Notes 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 Notes 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 request of any Holder of Registrable NotesSecurities, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease . If the Company ceases to be so required to file such reports, they the Company covenants that it will upon the request of any Holder of Registrable Notes 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 Notes 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 request of any Holder of Registrable NotesSecurities, the Issuers Company will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Issuer covenants that they it will file the reports required to be filed by them 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 they cease . If the Issuer ceases to be so required to file such reports, they the Issuer covenants that it will upon the request of any Holder of Registrable 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 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 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 request of any Holder of Registrable Notes, the Issuers Issuer will deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.such

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant that they will Company shall file the reports required to be filed by them 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 they cease it ceases to be so required to file such reports, they will it shall upon the request of any Holder of Registrable Notes 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 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 Notes 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 written request of any Holder of Registrable NotesCertificates, the Issuers will Company shall deliver to such Xxxxxx Holder a written statement as to whether they have it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Issuers are Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuers covenant Company covenants that they it will file the reports required to be filed by them 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 they cease . If the Company ceases to be so required to file such reports, they the Company covenants that it will upon the request of any Holder of Registrable 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 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 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 request of any Holder of Registrable Notes, the Issuers will deliver to such Xxxxxx a written statement as to whether they have complied with such requirements.