Rule 144 and Rule 145 Sample Clauses

Rule 144 and Rule 145. With respect to sales of Stock subject to Rule 144 or Rule 145 under the Securities Act, Seller and UBSFS agree to comply with the following provisions:

Rule 144 and Rule 145. The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Rule 145 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 Commission. Upon the request of the Holder, the Company will deliver to the Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 145. Each Shareholder is aware of the provisions of Rule 144 and Rule 145 promulgated under the Securities Act, which subject resale of shares to the satisfaction of certain conditions. Each Shareholder acknowledges and understands that the Parent may not be satisfying the current applicable public information requirements at the time a Shareholder wishes to sell the shares of Parent Common Stock issued pursuant to this Agreement, and that therefore, each Shareholder may be precluded from selling such securities. Each Shareholder acknowledges that, in the event the applicable requirements of Rule 144 or Rule 145, as applicable, are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the shares of Parent Common Stock issued pursuant to this Agreement. Each Shareholder acknowledges that the Parent has no intention to register the shares of Parent Common Stock issued pursuant to this Agreement and understands that such Shareholder will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons, and the brokers who participate in the transactions, do so at their own risk.

Rule 144 and Rule 145. Instinet shall use its reasonable best efforts to ensure that the conditions to the availability of Rule 144 and Rule 145 set forth in paragraph (c) of Rule 144 shall be satisfied. Instinet agrees to use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of Instinet under the Securities Act and the Exchange Act, at any time after it has become subject to such reporting requirements. Upon the request of any Holders' Representative on behalf of any Holder and for so long as such information is a necessary element of such Holder's ability to avail itself of Rule 144 or Rule 145, Instinet will deliver to such Holders' Representative (i) a written statement as to whether it has complied with such requirements and (ii) a copy of the most recent annual or quarterly report of Instinet, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 and Rule 145. With respect to sales of Stock subject to Rule 144 or Rule 145, Seller and TPGE agree to comply with the following provisions: