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

Rule 144; Legended Securities; etc. (a) If the Company shall have filed a registration statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act relating to any class of equity securities (other than a registration statement pursuant to a Special Registration), the Company shall 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 Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, 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 Holder a written statement as to whether it has complied with such requirements. (b) The Company shall issue new certificates for Registrable Securities without a legend restricting further transfer if (i) such securities have been sold to the public pursuant to an effective Registration Statement under the Securities Act (other than on 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 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) If the Company shall have ---------------------------------- filed a registration statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act relating to any class of equity securities (other than a registration statement pursuant to a Special Registration), the Company shall 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 Securities and Exchange Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Rule 145144), and shall will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder 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 145144. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. (b) The Company shall will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer if (i) unless such securities shares have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act (other than on 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 unless otherwise permitted under the Securities Act, (y) Act and 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 holder of such shares expressly so requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) If the Company shall have filed a registration statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act relating to any class of equity securities (other than a registration statement pursuant to a Special Registration), the Company The Issuer shall 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 Company Issuer is not required to file such reports, it willshall, upon the request of any Holder of Registrable SecuritiesHolder, 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 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 Issuer shall deliver to such Holder a written statement as to whether it has complied with such requirements. (b) The Company Issuer shall issue new certificates for Registrable Securities without a legend restricting further transfer if (i) such securities have been sold to the public pursuant to an effective Registration Statement under the Securities Act (other than on Form S-8 if the Holder of such Registrable Securities is an affiliate of the CompanyAffiliate) or Rule 144, or (ii) (x) such issuance is otherwise permitted under the Securities Act, (y) 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 effect and (z) the Holder of such shares expressly requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) If the Company shall have filed a registration statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act relating to any class of equity securities (other than a registration statement pursuant to a Special Registration), the Company shall 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 Securities and Exchange Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Rule 145144), and shall will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder 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 145144. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. (b) The Company shall will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer if (i) unless such securities shares have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act (other than on 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 unless otherwise permitted under the Securities Act, (y) Act and 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 holder of such shares expressly so requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) 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 (other than a registration statement pursuant to a Special Registration), ) the Company shall 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 Securities and Exchange Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Rule 145144), and shall will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 144, as such Rule may be amended from time to time, or Rule 145. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. (b) - - any successor rule or regulation hereafter adopted by the Securities and Exchange Commission. The Company shall agrees that it will not issue new certificates for shares of Registrable Securities without a legend restricting further transfer if (i) unless such securities shares have been sold to the public pursuant to an effective Registration Statement registration statement under the Securities Act (other than on 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 unless otherwise permitted under the Securities Act, (y) Act and 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 holder of such shares expressly so requests the issuance of such certificates in writing.

Rule 144; Legended Securities; etc. (a) If NATCO shall continue to file reports under section 15 of the Company shall have filed a registration statement pursuant to Section 12 Securities Act and section 13 of the Exchange Act or a registration statement pursuant to the extent necessary to enable the Holders to sell Registrable Securities Act relating in reliance on Rule 144 or Rule 145 without registration under the Securities Act. As of their respective dates, those reports shall not contain any untrue statement of a material fact or omit to any class of equity securities (other than state a registration statement pursuant to a Special Registration), the Company shall file the reports material fact required to be filed by it stated in them or necessary in order to make the statements in them, in light of the circumstances under which they were made, not misleading and must comply as to form in all material respects with the Exchange Act and the Securities Act and the Exchange Act and the SEC's rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any under those statutes. If a Holder of Registrable SecuritiesSecurities requests, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Rule 145), and NATCO 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 give that Holder a written statement as to whether it has complied with such these requirements. (b) The Company On the request of a Holder of Registrable Securities, NATCO shall issue new certificates for those Registrable Securities without a legend restricting further transfer if if: (i) such securities those Registrable Securities have been sold to the public pursuant to under an effective Registration Statement registration statement under the Securities Act (other than on Form S-8 if the Holder of such Registrable Securities is an affiliate of the Company) or Rule 144, or ; (ii) (x) such the issuance is otherwise permitted under the Securities Act, (y) the Holder of such shares those Registrable Securities has delivered to the Company given NATCO an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such this effect and that Holder requests such a certificate from NATCO; or (ziii) those Registrable Securities have been beneficially owned, by a Person who has not been an affiliate of NATCO for at least three months, for a period of at least two years (or such shorter period applying under Rule 144(k) under the Holder of such shares expressly requests the issuance of such certificates in writingSecurities Act or any successor to it), all as determined under Rule 144.