Rule 144 Covenant. AOR believes that the holding period, as determined by Rule 144(d)(3)(iii) enacted under the Securities Act of 1933, as in effect on the Closing Date (the "Holding Period"), for any shares of AOR Common Stock acquired by any Physician pursuant to Section 2.02(c) of this Purchase Agreement should commence on the Closing Date. In the event that a Physician elects to sell any of such shares pursuant to Rule 144 within sixty days of receipt thereof and is unable to do so by reason of the Holding Period being deemed to have commenced on a date later than the Closing Date (other than by reason of a change in the law), then (i) such Physician shall promptly notify AOR of such inability and provide AOR with the opportunity for five business days after receipt of such notice (the "Assistance Period") to assist such Physician in effecting the proposed sale and (ii) in the event that such proposed sale is not effected within the Assistance Period, AOR shall redeem a number of such shares of AOR Common Stock from such Physician up to a number equal to the quotient determined by dividing such Physician's Tax Liability by the value per share used to calculate such Tax Liability. For purposes of this Section 6.04, a Physician's "Tax Liability" shall be determined by multiplying the number of shares that are delivered to such Physician at a given time by the Market Price on such date (or such lesser price as the Physician represents such Physician intends to use for purposes of preparing his applicable income tax return), and then multiplying such product by the highest stated federal and state income rate applicable to individuals.
Rule 144 Covenant. With a view to making available to the Selling Shareholders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Selling Shareholder to sell securities of the Purchaser to the public without registration, Purchaser agrees to:
Rule 144 Covenant. Buyer shall file the reports required to be filed by it under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934 and the rules and regulations adopted by the SEC thereunder (or, if Buyer is not required to file such reports, it will make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144 or 144A under the Securities Act), and Buyer will take any such further action as reasonably requested by Seller to the extent required from time to time to enable the holders of the Buyer Common Stock to sell such Buyer Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144 or 144A under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Securities and Exchange Commission (the “SEC”). Upon the reasonable request of a holder of Buyer Common Stock, Buyer will deliver to such holder a written statement as to whether Buyer has complied with such requirements and, if not, the specifics of any compliance deficits. Without limiting any other remedies available hereunder or otherwise, in the event that Buyer fails to comply with this Section 10(C) such that holders of Buyer Common Stock are unable to transfer shares of Buyer Common Stock pursuant to Rules 144 or 144A under the Securities Act, as such rules may be amended from time to time, Buyer shall (A) file with the SEC, and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable after such filing, a registration statement on Form S-1 or Form S-3 covering the resale on a continuous basis of all of the shares of Buyer Common Stock and (B) cooperate in a timely manner with the holders of such Buyer Common Stock to remove any restrictive legends or similar transfer instructions from such shares of Buyer Common Stock upon the registration of such shares of Buyer Common Stock or in the event that the shares of Buyer Common Stock are otherwise transferable pursuant to an exemption from registration otherwise required thereunder.
Rule 144 Covenant. The Purchaser 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 (or, if the Purchaser is not required to file such reports, it will make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take any such further action as reasonably requested to the extent required from time to time to enable the holders of the Purchaser Stock to sell the Purchaser Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a holder of the Purchaser Stock, Parent will deliver to such stockholder a written statement as to whether it has complied with such requirements and, if not, the specifics of any compliance deficits. Notwithstanding the foregoing, it shall not be deemed a breach of this Section 5.20 by Purchaser if Purchaser is late in making any required filing under the Securities Act or the Exchange Act as a result of its audit of the Company’s and its Subsidiaries’ books and records following Closing.
Rule 144 Covenant. MAI shall file as and when applicable, on a timely basis, all reports required to be filed by it under the Securities Exchange Act of 1934. If MAI is not required to file reports pursuant to the Exchange Act, upon the request of Canyon, MAI shall make publicly available the information specified in Rule 144 of the Securities Act of 1933, and take such further action as may be reasonably required from time to time and as may be within the reasonable control of MAI, to enable Canyon to transfer their Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.
