Rule 144 Availability. Notwithstanding anything to the contrary above in this Article I, prior to exercising any right provided for in this Article I each Holder will (i) evaluate in good faith whether such Holder is otherwise permitted to sell the entire amount of Registrable Securities it is then seeking to register within the time period it desires to sell pursuant to Rule 144 of the Exchange Act, or any successor regulation thereto and (ii) exercise such rights only in the case that it determines in good faith that such rights are necessary to sell such Registrable Securities in a timely manner.
Rule 144 Availability. Notwithstanding the foregoing, the Company will not be obligated to register any Registrable Securities as to which counsel reasonably acceptable to the Holders renders an opinion in form and substance satisfactory to the Holders to the effect that such Registrable Securities are freely saleable without limitation as to volume under Rule 144 under the Securities Act.
Rule 144 Availability. At all times during the period commencing on the Closing Date and ending at such time that all of the Securities can be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, the Company shall use its commercially reasonable efforts to ensure the availability of Rule 144 to the Investor with regard to the Securities, including compliance with Rule 144(c)(1).
Rule 144 Availability. (A) Party B does not know or have any reason to believe that the Issuer has not complied with the reporting requirements contained in Rule 144(c)(1) under the Securities Act.
(B) Party B acquired and made full payment for the Shares pledged in connection with the Transaction, and Party B’s holding period with respect to such Shares (calculated in accordance with Rule 144(d) under the Securities Act) commenced, more than one year prior to the Commencement Date.
(C) From the date three months prior to the Commencement Date until the Trade Date, neither Party B nor any person who would be considered to be the same “person” as Party B or “act[ing] in concert” with Party B (as such terms are used in Rule 144(a)(2) and Rule 144(e)(3)(vi) under the Securities Act of 1933, as amended (the “Securities Act”)) sold or loaned any Shares or hedged (through swaps, options, short sales or otherwise) any long position in the Shares. For the purposes of the immediately preceding sentence, Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Shares. If Party B were to sell on the Trade Date a number of Shares equal to the aggregate Number of Shares, such sales would comply with the volume limitations set forth in paragraph (e) of Rule 144 under the Securities Act.
(D) Party B has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that Party A or a hedging counterparty of Party A effects in establishing Party A’s initial hedge position with respect to the Transaction. Except as provided herein, Party B has not made, will not make, and has not arranged for, any payment to any person in connection with any sales of Shares that Party A or a hedging counterparty of Party A effects in establishing Party A’s initial hedge position with respect to the Transaction.
(E) Party B (I) will transmit for filing with the Securities and Exchange Commission (the “SEC”) on the date hereof a Form 144 with respect to the Transaction and (II) will file any amendments thereto necessary pursuant to Rule 144 or any related interpretations of the SEC, in each case in form and substance that Party A has informed Party B is acceptable to Party A. Party B promptly will provide Party A with a copy of all such filings.
(F) The parties intend that (I) this Confirmation constitutes a “Final Agreement” as described in the lette...
Rule 144 Availability. The Company shall, until such time as all Purchased Shares have been converted into ADSs, (a) in a timely manner, make all necessary filings with the SEC under the Exchange Act and (b) take all other steps that are commercially reasonable and necessary to ensure that the resale of the Purchased Shares by each Purchaser is permitted under Rule 144. The Company shall, after the expiration of the Lock-Up Period and upon a written request by the Purchasers, at its cost and expenses, cause to be provided to the Purchasers in connection with the conversion of Purchased Shares to ADSs any and all opinions of counsel to allow for such conversion.
Rule 144 Availability. With a view to making available to the UYR Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a UYR Holder to sell his or her World Media Common Stock without registration pursuant to Rule 144, World Media shall:
(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144, at all times so long as World Media is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
(b) file with the SEC in a timely manner all reports and other documents required of World Media under the 1933 Act and the 1934 Act; and
(c) furnish to any UYR Holder, so long as the UYR Holder owns any World Media Common Stock, forthwith upon request (i) to the extent accurate, a written statement by World Media that it has complied with the reporting requirements of Rule 144, the 1933 Act, and the 1934 Act; and (ii) such other information as may be reasonably requested by any UYR Holder to permit his or her sale of World Media Common Stock without registration pursuant to Rule 144.
Rule 144 Availability. Notwithstanding the foregoing, the Company will not be obligated to register any Shares as to which counsel reasonably acceptable to Combx xxxders an opinion in form and substance reasonably satisfactory to Combx xx the effect that such Shares are freely saleable without limitation as to volume, manner of sale or otherwise under Rule 144 under the Securities Act.
Rule 144 Availability. Such Holder (i) is not an affiliate of the Company, as such term is defined in Rule 144 under the Securities Act, and has not been for the past three (3) months, (ii) has either (A) held the Old Notes held by it for greater than one (1) year or (B) held such Old Notes for greater than six (6) months and, assuming that such Old Notes were not acquired from the Company or any affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company within the year preceding the date hereof by such Holder or any preceding holder of the Old Notes, such Holder satisfies the one year holding period requirement of Rule 144(d)(1)(ii) under the Securities Act, and (iii) does not know of any circumstance that would prevent the holding period of the New Notes from being tacked to the holding period of such Old Notes pursuant to Rule 144(d)(3)(ii) under the Securities Act.
Rule 144 Availability. Sangoma shall use its commercially reasonable efforts to make available the issuer information contemplated by Rule 144(c) under the Securities Act in order to permit resale of the Stock Consideration issued to each Seller in compliance with Rule 144 under the Securities Act. Rule 144 under the Securities Act is not and will not be unavailable to the Sellers for the resale of the Stock Consideration as a result of the application of Rule 144(i) under the Securities Act.
Rule 144 Availability renders an opinion in form and substance satisfactory to the Holders to the effect that such Registrable Securities are freely saleable without limitation as to volume, manner of sale, or otherwise under Rule 144 under the Securities Act.
