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:
(i) use its best efforts to make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;
(ii) use its 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; and
(iii) furnish to any holder of Restricted Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (ii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.
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. With a view to making available to the Company and its Affiliates the benefits of Rule 144 promulgated under the Securities Act of 1933 or any other similar rule or regulation of the SEC that may at any time permit the Company or any of its Affiliates to sell the securities of the Acquiror to the public without registration (“Rule 144”), the Acquiror agrees, at the Acquiror’s sole expense, to: (i) make and keep public information available, as those terms are understood and defined in Rule 144; (ii) file with the SEC in a timely manner all reports and other documents required of the Acquiror under the Securities Act and the Exchange Act so long as the Acquiror remains subject to such requirements and the filing of such reports and other documents is required to satisfy the current public information requirements of Rule 144; (iii) furnish to the Company so long as the Company or any of its Affiliates owns Registrable Securities, as promptly as practicable at the Company’s request, (x) a written statement by the Acquiror that it has complied in all material respects with the requirements of Rule 144(c)(1)(i) and (ii), and (y) such other information, if any, as may be reasonably requested to permit the Company and its Affiliates to sell such securities pursuant to Rule 144 without registration; and (iv) take such additional action as is requested by the Company to enable the Company and its Affiliates to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Acquiror’s transfer agent as may be reasonably requested from time to time by the Company and otherwise fully cooperate with the Company and the Company’s (or its applicable Affiliate’s) broker to effect such sale of securities pursuant to Rule 144.
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. 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:
(a) Make and keep public information generally available, as those terms are defined in Rule 144 under the Securities Act, at all times subsequent to the Closing Date;
(b) File with the SEC in a timely manner reports and other documents required of Enstar under the Securities Act and the Exchange Act to be so filed; and
(c) Furnish to Flowers, so long as Flowers owns any Registration Shares, promptly upon a written request for the same:
(i) A written statement by Enstar that it has complied with the reporting requirements of Rule 144 under the Securities Act; and
(ii) Such other information as may be reasonably requested by Flowers to enable Flowers to avail himself of any rule or regulation of the SEC which permits the sale of securities without registration under the Securities Act.
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. (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.
(b) When the Acquirer Common Stock held by a Converting Holder is eligible for sale under Rule 144, Acquirer shall promptly take all commercially reasonable action requested by the Stockholders’ Agent (on behalf of the Converting Holders, which requests shall be consolidated among all applicable Converting Holders and which requests shall not be made more than one time per fiscal quarter of Acquirer) in order to permit or facilitate such sale or transfer, including, without limitation, at the sole expense of the applicable Converting Holder, by (x) issuing such directions to any transfer agent, registrar or depositary, as applicable, as are reasonably necessary to facilitate such sale or transfer, (y) delivering such opinions to the transfer agent, registrar or depository as are requested by the same, and (z) taking or causing to be taken such other actions as are reasonably necessary (in each case on a timely basis) in order to (A) cause any legend, notation or similar designation restricting transferability of the Acquirer Common Stock issued to the Converting Holders pursuant to this Agreement to be removed from the book entries evidencing such Acquirer Common Stock and (B) rescind any transfer restrictions. Each Converting Holder agrees to provide Acquirer, its counsel or the transfer agent, as applicable, with the evidence reasonably requested by it to cause the removal of any such legend, including, as may be appropriate, any information Acquirer reasonably deems necessary to determine that the legend, notation or similar designation is no longer required under t...
Rule 144 Matters. AHMSA is not, and for the past 90 days has not been, an affiliate of Odyssey within the meaning of Rule 144 of the Securities Act of 1933. AHMSA acquired (within the meaning of Rule 144) the MINOSA Notes more than six months prior to the date hereof.
