Common use of Rule 144; Legended Securities; etc Clause in Contracts

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Shareholder, make publicly available such information as necessary to permit sales pursuant to Rule 144), and will take such further action as any Shareholder may reasonably request, all to the extent required from time to time to enable such Shareholder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Shareholder, the Company will deliver to such Shareholder a written statement as to whether it has complied with such information requirements. (b) The Company will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, or (ii) (x) otherwise permitted under the Securities Act, (y) the Shareholder of such shares shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, and (z) the Shareholder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely shall file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it willshall, upon the request of any ShareholderHolder, make publicly available such information as necessary to permit sales pursuant to Rule 144144 or Rule 145), and will shall take such further action as any Shareholder Holder may reasonably request, all to the extent required from time to time to enable such Shareholder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144144 or Rule 145. Upon the request of any ShareholderHolder, the Company will shall deliver to such Shareholder Holder a written statement as to whether it has complied with such information requirements. (b) The Company will not shall issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless if (i) such shares securities have been sold to the public pursuant to an effective Registration Statement under the Securities Act (other than Form S-8 if the Holder of such Registrable Securities is an Affiliate) or Rule 144, or (ii) (x) such issuance is otherwise permitted under the Securities Act, (y) the Shareholder Holder of such shares shall have has delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, effect and (z) the Shareholder Holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any ShareholderStockholder, make publicly available such information as necessary to permit sales pursuant to Rule 144), and will take such further action as any Shareholder Stockholder may reasonably request, all to the extent required from time to time to enable such Shareholder Stockholder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any ShareholderStockholder, the Company will deliver to such Shareholder Stockholder a written statement as to whether it has complied with such information requirements. (b) The Company will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, or (ii) (x) otherwise permitted under the Securities Act, (y) the Shareholder Stockholder of such shares shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, and (z) the Shareholder Stockholder of such shares expressly requests the issuance of such certificates in writing. (c) The Company will use its reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act.

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely shall file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder (or, if the Company is not required to file such reports, it willshall, upon the request of any Shareholderholder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144144 or Rule 145), and will shall take such further action as any Shareholder such holder may reasonably request, all to the extent required from time to time to enable such Shareholder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144144 or Rule 145. Upon the request of any Shareholderholder of Registrable Securities, the Company will shall deliver to such Shareholder holder a written statement as to whether it has complied with such information requirements. (b) The Company will not shall issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless if (i) such shares securities have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act (other than Form S-8 if the holder of such Registrable Securities is an Affiliate of the Company) or Rule 144, or (ii) (x) such issuance is otherwise permitted under the Securities Act, (y) the Shareholder holder of such shares shall have has delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, effect and (z) the Shareholder holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a1) The Company will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of the Investor or any Shareholdertransferee, make publicly available such information as necessary to permit sales pursuant to Rule 144), and will use reasonable best efforts to take such further action as the Investor or any Shareholder transferee may reasonably request, all to the extent required from time to time to enable such Shareholder person to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of the Investor or any Shareholdertransferee, the Company will deliver to such Shareholder person a written statement as to whether it has complied with such information requirements. (b2) The Company will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, or (ii) (x) otherwise permitted under the Securities Act, (y) the Shareholder holder of such shares shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, and (z) the Shareholder holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Shareholderholder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144), and will take such further action as any Shareholder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Shareholder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Shareholdera holder, the Company will deliver to such Shareholder holder a written statement as to whether it the Company has complied with such information requirements. (b) . The Company will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act (other than Form S-8 if the holder of such Registrable Securities is an Affiliate) or Rule 144, or (ii) (x) otherwise permitted under the Securities Act, Act and (y) (A) the Shareholder holder of such shares shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, effect and (zB) the Shareholder holder of such shares expressly requests the issuance of such certificates in writing. (b) If any Registrable Securities are to be disposed of in accordance with Rule 144, the holder of such Registrable Securities shall transmit to the Company an executed copy of Form 144 (if required by Rule 144) no later than the time such form is required to be transmitted to the SEC for filing and such other documentation as the Company may reasonably require to assure compliance with Rule 144 in connection with such disposition.

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely Issuer shall file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company Issuer is not required to file such reports, it willshall, upon the request of any ShareholderHolder, make publicly available such information as necessary to permit sales pursuant to Rule 144144 or Rule 145), and will shall take such further action as any Shareholder Holder may reasonably request, all to the extent required from time to time to enable such Shareholder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144144 or Rule 145. Upon the request of any ShareholderHolder, the Company will Issuer shall deliver to such Shareholder Holder a written statement as to whether it has complied with such information requirements. (b) The Company will not Issuer shall issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless if (i) such shares securities have been sold to the public pursuant to an effective Registration Statement under the Securities Act (other than Form S-8 if the Holder of such Registrable Securities is an Affiliate) or Rule 144, or (ii) (x) such issuance is otherwise permitted under the Securities Act, (y) the Shareholder Holder of such shares shall have has delivered to the Company Issuer an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyIssuer, to such effect, and (z) the Shareholder Holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) The Company will use its reasonable best efforts to timely shall file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it willshall, upon the request of any Shareholderholder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144144 or Rule 145), and will shall take such further action as any Shareholder such holder may reasonably request, all to the extent required from time to time to enable such Shareholder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144144 or Rule 145. Upon the request of any Shareholderholder of Registrable Securities, the Company will shall deliver to such Shareholder holder a written statement as to whether it has complied with such information requirements. (b) The Company will not shall issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless if (i) such shares securities have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act (other than Form S-8 if the holder of such Registrable Securities is an Affiliate of the Company) or Rule 144, or (ii) (x) such issuance is otherwise permitted under the Securities Act, (y) the Shareholder holder of such shares shall have has delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, effect and (z) the Shareholder holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act relating to any class of equity securities (aother than a registration statement pursuant to a Special Registration) The the Company covenants that it will use its reasonable best efforts to timely file all the reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Shareholderholder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144), and will take such further action as any Shareholder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Shareholder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144. Upon the request of any Shareholder, the Company will deliver as such Rule may be amended from time to such Shareholder a written statement as to whether it has complied with such information requirements. time, or (b) any successor rule or regulation hereafter adopted by the Securities and Exchange Commission. The Company agrees that it will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act or Rule 144, or (ii) (x) unless otherwise permitted under the Securities Act, (y) Act and the Shareholder of such shares shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect, and (z) the Shareholder holder of such shares expressly so requests the issuance of such certificates in writing.