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

Rule 144 and Rule 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act)SEC. Upon the request of any Holder of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. The Company covenants that it will file If the reports required Co-Issuers cease to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Company is not required to file such reportsreports under the 1934 Act, it the Co-Issuers covenant that they will, upon the request of any Holder or beneficial owner of Registrable Securities, : (a) make publicly available such information as is necessary to permit sales pursuant to Rule 14 19 144 under the 1933 Act if Rule 144 is applicable to a sale by such Holder, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities 1933 Act. The Company further covenants that it will , and (c) take such further action as any Holder of Registrable Securities may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by (ai) Rule 144(k144 under the 1933 Act, as such Rule may be amended from time to time if Rule 144 is applicable to the sale, (ii) and Rule 144A under the Securities 1933 Act, as such Rules Rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act)SEC. Upon the request of any Holder of Registrable Securities, the Company Co-Issuers will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. The Company covenants to the holders of Transfer Restricted Securities that to the extent it will shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC thereunder in a timely manner andCommission thereunder, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it will and shall take such further action as any Holder holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to holder to, sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such Rules Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act)Commission. Upon the request of any Holder holder of Registrable SecuritiesTransfer Restricted Securities in connection with that holder’s sale pursuant to Rule 144 or Rule 144A, the Company will in a timely manner shall deliver to such Holder holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the reasonable request of any Holder of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.manner

Rule 144 and Rule 144A. The Company covenants to the holders of Transfer Restricted Securities that to the extent it will shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC thereunder in a timely manner andCommission thereunder, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it will and shall take such further action as any Holder holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to holder to, sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such Rules Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act)Commission. Upon the request of any Holder holder of Registrable SecuritiesTransfer Restricted Securities in connection with that holder's sale pursuant to Rule 144 or Rule 144A, the Company will in a timely manner shall deliver to such Holder holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. The (a) If the Company covenants that it will shall have filed a Registration Statement pursuant to the requirements of Section 12 of the Exchange Act or a Registration Statement pursuant to the requirements of the Securities Act, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and(or, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner Owner of Registrable Securities, make publicly available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it other information) and will take such further action as any Holder Owner of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Owner to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act)144. Upon the request of any Holder Owner of Registrable Securities, the Company will in a timely manner shall deliver to such Holder Owner a written statement as to whether it has complied with such information requirements. After any sale of Registrable Securities pursuant to this Section 4(a), the Company shall, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities.

Rule 144 and Rule 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 14 19 144A under the Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time time, to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.