Rule 144 Covenants. With a view to making available to each Holder the benefits of Rule 144 under the Act (which term as used in this Section 9 includes the present Rule 144 and any other, additional, substitute, supplemental or analogous rule or regulation of the Commission that may at any time permit a Holder to sell Registrable Securities to the public without compliance with the registration requirements of the Act), the Company (a) shall maintain registration of the Common Stock under Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended; (b) shall file with the Commission in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Exchange Act of 1934, as amended, so as to maintain the availability of Rule 144 to the Holders; (c) at its expense, forthwith upon any Holder's request, shall deliver to such Holder a certificate, signed by one of the Company's principal officers, stating (i) the Company's name, address and telephone number (including area code); (ii) the Company's I.R.S. taxpayer identification number; (iii) the Company's Commission file number; (iv) the number of shares of Common Stock outstanding as shown by the most recent report or statement published by the Company or filed by the Company with the Commission; and (v) that the Company has filed the reports required to be filed under the Securities Exchange Act of 1934, as amended, for a period of at least 90 days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder and such other or additional information as shall be necessary to make available to such Holder the ability to offer and sell the maximum number of shares of Common Stock under Rule 144; and (d) when Rule 144 is being complied with, shall deliver securities not bearing any legend restricting transfer of such securities, as requested from time to time by any Holder subject to this Agreement.
Rule 144 Covenants. (a) Not sell any securities of the same class or convertible into the same class of securities as the Triarc Collateral, whether or not such securities are pledged hereunder, from the date hereof until the Obligations have been paid in full, and in the event of any such sale consented to by the Bank will furnish the Bank with a copy of any Form 144 filed in respect of such sale. The Borrowers will cause any Person with whom it shall be deemed one "person" for purposes of Rule 144(a)(2) to refrain from selling any securities of the same class or convertible into the same class of securities as the Triarc Collateral, whether or not such securities are pledged hereunder, from the date hereof until the Obligations have been paid in full and the Commitment terminated, and in the event of any such sale consented to by the Bank will furnish the Bank with a copy of any Form 144 filed in respect of such sale.
(b) Cooperate fully with the Bank with respect to any sale by the Bank of any of the Triarc Collateral, including full and complete compliance with all requirements of Rule 144, and will give to the Bank all information and will do all things necessary, including the execution of all documents, forms, instruments and other items, to comply with Rule 144 for the complete and unrestricted sale and/or transfer of the Rule 144 Securities.
Rule 144 Covenants. The Company agrees, for a period of three years from the date of this Agreement, to use its best efforts to (i) file with the Commission, in a timely manner, all reports required to be filed by the Company under the Exchange Act and (ii) to provide the Stockholder, upon request, information regarding the number of shares of Common Stock outstanding as shown by the most recent report or statement published by the Company.
Rule 144 Covenants. With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Purchasers to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to:
(a) if the Company is, or has been, an issuer identified in Rule 144(i) under the Securities Act, use best efforts file all current “Form 10 information” (as defined in Rule 144(i)(ii)(2) of the Securities Act) as promptly as practicable;
(b) use commercially reasonable efforts to make and keep “current public information” “available,” as those terms are understood and defined in Rule 144, during the Reporting Period;
(c) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and
(d) furnish to the Purchasers so long as any Purchaser owns Shares or Backstop Shares, promptly upon request during the Reporting Period, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents filed by the Company with the Commission as Purchaser may reasonably request and (iii) such other information as may be reasonably requested to permit the Purchasers to sell such securities pursuant to Rule 144 without registration.
Rule 144 Covenants. The Pledgor will not sell any securities of the same class or convertible into the same class of securities as the Pledged Shares, whether or not such securities are pledged hereunder, and in the event of any such sale consented to by the Agent will furnish the Agent with a copy of any Form 144 filed in respect of such sale. The Pledgor will use his reasonable efforts to cause any Person with whom he shall be deemed one "person" for purposes of Rule 144(a)(2) (the Pledgor and all such parties being hereinafter collectively referred to as the "Attribution Group") to refrain from selling any securities of the same class or convertible into the same class of securities as the Pledged Shares, whether or not such securities are pledged hereunder, and in the event of any such sale consented to by the Agent will furnish the Agent with a copy of any Form 144 filed in respect of such sale.
Rule 144 Covenants. With a view to making available the benefits ------------------ of certain rules and regulations of the SEC, including without limitation Rule 144, that may permit the sale of restricted securities to the public without registration, the Company agrees to use its best efforts to:
(a) Make available and keep public, at all times, current public information regarding the Company as those terms are understood and defined in Rule 144 under the Securities Act.
(b) File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(c) So long as a Holder owns any Registrable Shares, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, 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 Covenants. (a) Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Agreement, Cerberus shall deliver to the Shareholders that number of shares of Cerberus Stock that they are entitled to pursuant this Agremeent in book entry form, free and clear of any liens or other restrictions (other than those arising under this Agreement or applicable securities laws), in the name of the applicable Shareholder (or its nominee or custodian, as applicable, in accordance with its delivery instructions), and (ii) a copy of the records of Cerberus’ transfer agent showing the applicable Shareholder (or such nominee or custodian, as applicable) as the owner of the shares of Cerberus Stock that they are entirled to receive hereunder on and as of the Closing Date.The parties hereto understand and acknowledge that the shares of Cerberus Stock representing the Merger Consideration are being offered in reliance on Section 4(a)(2) of the Securities Act on the grounds that the transactions do not involve any public offering within the meaning of the Securities Act and such shares have not been registered under the Securities Act. The parties understand that such shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Shareholders absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States. Subject to the terms of the Lock-Up Agreement, the parties acknowledge and agree that the shares of Cerberus Stock the Shareholders are receiving hereunder will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least 6 months from the date of the issuance of such shares.
(b) If requested by a Shareholder and assuming tha the Lock-Up Period (as such term is defined in the Lock-Up Agreement) has expired, Cerberus shall (i) cause the removal of the restrictive legends from any shares of Cerberus Stock being issued hereunder and being sold pursuant to Rule 144 by a Shareholder in the future, and (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the ...
Rule 144 Covenants. The Pledgor will not sell any securities of the same class or convertible into the same class of securities as the Pledged Shares, whether or not such securities are pledged hereunder, except as otherwise expressly permitted by the Credit Agreement. The Pledgor will use his reasonable efforts to cause any Person with whom he shall be deemed one "person" for purposes of Rule 144(a)(2) (the Pledgor and all such parties being hereinafter collectively referred to as the "ATTRIBUTION GROUP") to refrain from selling any securities of the same class or convertible into the same class of securities as the Pledged Shares, whether or not such securities are pledged hereunder, and in the event of any such sale consented to by the Agent will furnish the Agent with a copy of any Form 144 filed in respect of such sale.
Rule 144 Covenants. CNU agrees, for a period of two (2) years from the date of this Agreement, to file with the SEC, all reports required to be filed by CNU under the Exchange Act.
Rule 144 Covenants. Debtor covenants and agrees that:
(A) Except as permitted by the Credit Agreement, Debtor will not sell any securities of the same class or convertible into the same class of securities as the Rule 144 Securities, whether or not such securities are pledged hereunder, from the date hereof until the Obligation has been paid in full, and in the event of any such sale consented to by Secured Party will furnish the Secured Party with a copy of any Form 144 filed in respect of such sale. Except as otherwise set forth in the Credit Agreement, Debtor will cause any person, party or entity with whom it shall be deemed one "person" for purposes of Rule 144(a)(2) to refrain from selling any securities of the same class or convertible into the same class of securities as the Rule 144 Securities, whether or not such securities are pledged hereunder, from the date hereof until the Obligation has been paid in full, and in the event of any such sale consented to by Secured Party will furnish the Secured Party with a copy of any Form 144 filed in respect of such sale.
(B) Debtor will cooperate fully with Secured Party with respect to any sale by Secured Party, during the continuance of a Default, of any of the Rule 144 Securities, including full and complete compliance with all requirements of Rule 144 and will give to Secured Party all information and will do all things necessary, including the execution of all documents, forms, instruments and other items, to comply with Rule 144, for the complete and unrestricted sale and/or transfer of the Rule 144 Securities during the continuance of a Default and will exercise its best efforts to have the issuer of such securities, upon the request of Secured Party, take all such action as may be required to satisfy the applicable public information requirements of Rule 144(c).
(C) Debtor will use its best efforts, upon Secured Party's written request, to obtain and publish all information necessary to satisfy Rule 144 in the event any issuer of Rule 144 Securities is not current in its filings under the Securities Exchange Act of 1934 at the time of a foreclosure sale by Secured Party.
(D) In the event any issuer of Rule 144 Securities defaults in its reporting obligations under the Securities Exchange Act of 1934, Secured Party may require Debtor to substitute new Collateral satisfactory to Secured Party in its discretion for such securities.
(E) The provisions of subparagraph (A) immediately preceding shall not apply during any pe...
