Rule 144 Matters. For so long as the Stockholder holds Registrable Shares, or shares of Common Stock that will become Registrable Shares, that may not be sold, without restriction, under Rule 144 under the Securities Act or any successor rule, the Company shall (a) make and keep public information generally available, as those terms are defined in Rule 144 under the Securities Act, and (b) file with the Commission in a timely manner reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended.
Rule 144 Matters. The Company agrees, during the one-year period commencing on the first anniversary of the Effective Time, to:
Rule 144 Matters. Following the Closing, Timken shall timely file with the SEC all reports and other filings required under the Exchange Act for the Sellers or their Affiliates to sell shares of Timken Common Stock pursuant to Rule 144 promulgated under the Securities Act. Further, Timken shall offer all reasonable and necessary assistance including, without limitation, the delivery of a legal opinion letter and instructions to Timken's stock transfer agent to facilitate the sale by IR or its Affiliates of shares of Timken Common Stock pursuant to said Rule 144.
Rule 144 Matters. US WIRELESS shall take and continue to take such actions as may be required so that the Common Stock to be issued hereunder may be sold pursuant to SEC Rule 144 at any time after the first anniversary of the Closing, subject to the manner of sale and volume limitations set forth therein.
Rule 144 Matters. (a) With a view to making available to the Converting Holders the benefits of Rule 144 promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit the Converting Holders to sell securities of Acquirer to the public without registration, Acquirer will use commercially reasonable efforts to (i) file in a timely manner all SEC Documents and (ii) make available information necessary to comply with Rule 144 with respect to resales of the Acquirer Common Stock issued pursuant to this Agreement under the Securities Act, all to the extent required from time to time to enable the Converting Holders to sell the Acquirer Common Stock issued pursuant to this Agreement without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, as such rule may be amended from time to time.
Rule 144 Matters. For so long as Flowers holds Registration Shares and this Agreement has not terminated pursuant to Section 12 of this Agreement and Enstar remains a public company under applicable securities laws, Enstar agrees to exercise reasonable good faith efforts to:
Rule 144 Matters. Continuing until transfer restrictions on the Shares have been removed so as to permit a public sale thereof without restriction, the Company shall comply with all reporting requirements under the 1934 Act, including, but not limited to, making available all required current information regarding the Company under Rule 144(c) under the Securities Act, so as to enable Lender to effect resales of the Shares under Rule 144. The Company shall cooperate with Lender in connection with all resales pursuant to Rule 144 and provide legal opinions necessary to allow such resales, provided the Company and its counsel receive reasonably requested representations from Lender and broker, if any. In the event that the Company lists the Common Stock on the Frankfurt Stock Exchange in accordance with Section 5.4(i), then the analogous provisions applicable to such listing shall be complied with by the Company so as to permit Lender to make public resales of the Shares without restriction.
Rule 144 Matters. Neither the Investor nor any other Exchanging Investor acquired the Existing Notes, after the original issue date of such Existing Notes, from the Company or any “affiliate” (within the meaning of Rule 144(a) under the Securities Act) of the Company, and, to its knowledge, no “affiliate” of the Company beneficially owned any of the Existing Notes of the Investor or such Exchanging Investor, as applicable, at any time during the period of one year preceding the date of this Agreement or preceding the Closing Date. Neither the Investor nor any other Exchanging Investor is, as of the date of this Agreement, or, at the Closing, will be, and, at no time during the three months preceding the date of this Agreement or preceding the Closing, was or will any of them be, a “person” that is an “affiliate” of the Company (as such terms are defined in Rule 144 under the Securities Act).
Rule 144 Matters. The Company covenants that it will use all reasonable efforts to file the reports required to be filed by the Company under the Exchange Act, so as to enable any Holder to sell Registrable Shares pursuant to Rule 144 under the Securities Act.
Rule 144 Matters. Neither the Investor nor any other Redeeming Investor acquired the Existing Notes, after the original issue date of such Existing Notes, from the Company or any “affiliate” (within the meaning of Rule 144(a) under the Securities Act) of the Company, and, to its knowledge, no “affiliate” of the Company beneficially owned any of the Existing Notes of the Investor or such Redeeming Investor, as applicable, at any time during the period of one year preceding the date of this Redemption Agreement or preceding the Closing Date. Neither the Investor nor any other Redeeming Investor is, as of the date of this Redemption Agreement, or, at the Closing, will be, and, at no time during the three months preceding the date of this Redemption Agreement or preceding the Closing, was or will any of them be, a “person” that is an “affiliate” of the Company (as such terms are defined in Rule 144 under the Securities Act).
