Common use of Rule 144 Covenants Clause in Contracts

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. With a view to making available to each Holder the benefits benefit of Rule 144 promulgated under the Act (which term as used in this Section 9 herein includes the present Rule 144 and any other, additional, substitute, supplemental supplemental, or analogous rule or regulation of the Commission that which may at any time permit a Holder to sell Registrable Securities securities to the public without compliance with the registration requirements of the Actexempt from registration), the Company agrees (ai) shall maintain registration of if the Common Stock Company's securities have been registered under Section 12 or 15(d) Section 15 of the Securities Exchange Act of 1934, as amended; (b) shall , and such registration is not then withdrawn or suspended, to 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; (cii) at as its expense, forthwith upon any Holder's request, shall to deliver to such any Holder a certificate, signed by one of the Company's principal officers, stating (iA) the Company's name, address and telephone number (including area code); , (iiB) the Company's I.R.S. taxpayer Internal Revenue Service identification number; , (iiiC) the Company's Securities and Exchange Commission file number; , (ivD) 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 (vE) that the whether 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 (F) such other or additional information as shall be necessary to make available to such the Holder the ability to offer and sell the maximum number of shares of Common Stock under Rule 144; and (diii) when Rule 144 is being complied withwith or the holding period for unaffiliated security holders shall have expired, shall to deliver securities not bearing any legend restricting transfer of such securitiessecurities (to the extent then permitted by rules or interpretations of the staff of the Commission), as may be requested from time to time by any Holder subject to this AgreementHolder.

Rule 144 Covenants. With a view to making available to each Holder the benefits of Rule 144 promulgated under the Act (which term as used in this Section 9 herein includes the present Rule 144 and any other, additional, substitute, supplemental supplement, or analogous rule or regulation of the Commission that may at any time permit a Holder to sell Registrable Securities securities to the public without compliance with the registration requirements of the Actexempt from registration), the Company (a) shall agrees, after consummation of a registered public offering, to maintain registration of the its Common Stock under Section 12 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended; , as required by law, and (bi) shall to 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, notwithstanding that the Company would not have to maintain such filing but for this provision of the Agreement; (cii) at its expense, forthwith upon any Holder's request, shall to deliver to such any Holder a certificate, signed by one of the Company's principal officers, stating (iA) the Company's name, address and telephone number (including area code); , (iiB) the Company's I.R.S. taxpayer Internal Revenue Service identification number; , (iiiC) the Company's Securities and Exchange Commission file number; , (ivD) 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 (vE) 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 made available to such the Holder the ability to offer and sell the maximum number of shares of Common Stock under Rule 144; and (diii) when Rule 144 is being complied with, shall to deliver securities not bearing the legend prescribed by this Agreement or any other legend restricting transfer of for such securitiesSecurities, as may be requested from time to time by any Holder subject to this Agreement.

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 10 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. With a view to making available to each Holder the benefits of Rule 144 promulgated under the Act (which term as used in this Section 9 herein includes the present Rule 144 and any other, additional, substitute, supplemental supplement, or analogous rule or regulation of the Commission that may at any time permit a Holder to sell Registrable Securities securities to the public without compliance with the registration requirements of the Actexempt from registration), the Company (a) shall agrees, after consummation of a registered public offering, to maintain registration of the its Common Stock under Section 12 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended; , as required by law, and (bi) shall to 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, notwithstanding that the Company would not have to maintain such filing but for this provision of the Agreement; (cii) at its expense, forthwith upon any Holder's request, shall to deliver to such any Holder a certificate, signed by one of the Company's principal officers, stating (iA) the Company's name, address and telephone number (including area code); , (iiB) the Company's I.R.S. taxpayer Internal Revenue Service identification number; , (iiiC) the Company's Securities and Exchange Commission file number; , (ivD) 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 (vE) 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 made available to such the Holder the ability to offer and sell the maximum number of shares of Common Stock under Rule 144; and (diii) when Rule 144 is being complied with, shall to deliver securities not bearing the legend prescribed by Section 7.1 of this Article or any other legend restricting transfer of for such securitiesSecurities, as may be requested from time to time by any Holder subject to this AgreementSection 7.2 hereof.