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

Rule 144; Legended Securities; etc. (a) With a view to making available to Shareholder Group Members the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit a Shareholder Group Member to sell securities of the Company to the public without registration, the Company agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) 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 so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations with respect to such requirements under the Purchase and Contribution Agreement) and the filing of such reports and other documents as is required for the applicable provisions of Rule 144; and (iii) furnish to Shareholder so long as a Shareholder Group Member owns Registrable Securities, promptly upon written request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested to permit Shareholder Group Members to sell such securities pursuant to Rule 144 without registration. (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) (A) otherwise permitted under the Securities Act and applicable Laws, and (B) Shareholder shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect.

Rule 144; Legended Securities; etc. (a) With If the Company shall have filed a view registration statement pursuant to making available Section 12 of the Exchange Act or a registration statement pursuant to Shareholder Group Members the benefits of Rule 144 promulgated under the Securities Act and relating to any class of equity securities (other similar rule or regulation of the Commission that may at any time permit than a Shareholder Group Member registration statement pursuant to sell securities of the Company to the public without registrationa Special Registration), the Company agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) shall file with the Commission in a timely manner all reports and other documents required of the Company to be filed by it under the Securities Act and the Exchange Act so long as and the rules and regulations adopted by the SEC thereunder (or, if the Company remains subject is not required to file such requirements (reports, it being understood that nothing herein shall limit will, upon the Company’s obligations with respect to such requirements under the Purchase and Contribution Agreement) and the filing request of such reports and other documents as is required for the applicable provisions any Holder of Rule 144; and (iii) furnish to Shareholder so long as a Shareholder Group Member owns Registrable Securities, promptly upon written make publicly available such information as necessary to permit sales pursuant to Rule 144 or Rule 145), and shall take such further action as any Holder may reasonably request, (A) all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 145. Upon the request of any Holder, the Company shall deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested to permit Shareholder Group Members to sell such securities pursuant to Rule 144 without registrationrequirements. (b) The Company will not shall issue new certificates for shares of Registrable Securities without a legend restricting further transfer unless under the Securities Act 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 of the Company) or Rule 144, or (ii) (Ax) such issuance is otherwise permitted under the Securities Act and applicable LawsAct, and (By) Shareholder shall have the Holder of such shares has 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 Holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) With After the earliest of (i) the closing of the sale of securities of the Issuer pursuant to a view Registration Statement, (ii) the registration by the Issuer of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Issuer of an offering circular pursuant to making available to Shareholder Group Members the benefits of Rule 144 promulgated Regulation A under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit a Shareholder Group Member to sell securities of the Company to the public without registrationAct, the Company Issuer agrees to: (i) make and keep current public information about the Issuer available, as those terms are understood and defined in Rule 144; (ii) use its best efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company Issuer under the Securities Act and the Exchange Act so long as the Company remains (at any time after it has become subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations with respect to such requirements under the Purchase and Contribution Agreement) and the filing of such reports and other documents as is required for the applicable provisions of Rule 144reporting requirements); and (iii) furnish to Shareholder so long as a Shareholder Group Member owns any holder of Registrable Securities, promptly Securities upon written request, request (Ai) a written statement by the Company that it has complied Issuer as to its compliance with the reporting requirements of Rule 144, 144 and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), (Bii) a copy of the most recent annual or quarterly report of the Company Issuer, and (iii) such other reports and documents so filed by of the Company, and (C) Issuer as such other information as holder may be reasonably requested request to permit Shareholder Group Members avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities pursuant to Rule 144 without registration. (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) (Ax) such issuance is otherwise permitted under the Securities Act and applicable LawsAct, and (By) Shareholder shall have the Holder of such shares has delivered to the Company Issuer an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the CompanyIssuer, to such effecteffect and (z) the Holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) With If the Company shall have filed a view registration statement pursuant to making available Section 12 of the Exchange Act or a registration statement pursuant to Shareholder Group Members the benefits of Rule 144 promulgated under the Securities Act and relating to any class of equity securities (other similar rule or regulation of the Commission that may at any time permit than a Shareholder Group Member registration statement pursuant to sell securities of the Company to the public without registrationa Special Registration), the Company agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) will file with the Commission in a timely manner all reports and other documents required of the Company to be filed by it under the Securities Act and the Exchange Act so long as and the rules and regulations adopted by the Securities and Exchange Commission thereunder (or, if the Company remains subject is not required to file such requirements (reports, it being understood that nothing herein shall limit will, upon the Company’s obligations with respect to such requirements under the Purchase and Contribution Agreement) and the filing request of such reports and other documents as is required for the applicable provisions any holder of Rule 144; and (iii) furnish to Shareholder so long as a Shareholder Group Member owns Registrable Securities, promptly upon written make publicly available such information as necessary to permit sales pursuant to Rule 144), and will take such further action as any holder of Registrable Securities may reasonably request, (A) all to the extent required from time to time to enable such 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 a holder, the Company will deliver to such holder a written statement by as to whether the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested to permit Shareholder Group Members to sell such securities pursuant to Rule 144 without registration. (b) requirements. 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) (Ax) otherwise permitted under the Securities Act and applicable Laws, and (By) Shareholder (A) the 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 effecteffect and (B) the 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 Securities and Exchange Commission 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) With If the Company shall have filed a view registration statement pursuant to making available Section 12 of the Exchange Act or a registration statement pursuant to Shareholder Group Members the benefits of Rule 144 promulgated under the Securities Act and relating to any class of equity securities (other similar rule or regulation of the Commission that may at any time permit than a Shareholder Group Member registration statement pursuant to sell securities of the Company to the public without registrationa Special Registration), the Company agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) shall file with the Commission in a timely manner all reports and other documents required of the Company to be filed by it under the Securities Act and the Exchange Act so long as and the rules and regulations adopted by the SEC thereunder (or, if the Company remains subject is not required to file such reports, it will, upon the request of any Holder, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Rule 145), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 145. Upon the request of any Holder, the Company shall deliver to such requirements (it being understood that nothing herein shall limit the Company’s obligations with respect to such requirements under the Purchase and Contribution Agreement) and the filing of such reports and other documents as is required for the applicable provisions of Rule 144; and (iii) furnish to Shareholder so long as a Shareholder Group Member owns Registrable Securities, promptly upon written request, (A) Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested to permit Shareholder Group Members to sell such securities pursuant to Rule 144 without registrationrequirements. (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 in compliance with Rule 144, or (ii) (Ax) such issuance is otherwise permitted under the Securities Act and applicable Lawswithout restriction, and (By) Shareholder shall have the Holder of such shares has delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effecteffect and (z) the Holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) With a view to making available to Shareholder Group Members the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit a Shareholder Group Member to sell securities of the Company to the public without registration, the Company agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) 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 so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations with respect to such requirements under the Purchase and Contribution AgreementAgreements) and the filing of such reports and other documents as is required for the applicable provisions of Rule 144; and (iii) furnish to Shareholder Shareholders so long as a Shareholder Group Member owns Registrable Securities, promptly upon written request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (C) such other information as may be reasonably requested to permit Shareholder Group Members to sell such securities pursuant to Rule 144 without registration. (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) (A) otherwise permitted under the Securities Act and applicable Laws, and (B) Shareholder Shareholders shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect.