Common use of Rule 144; Other Exemptions Clause in Contracts

Rule 144; Other Exemptions. 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 Act in respect of Common Stock or securities of the company convertible into or exchangeable or exercisable for Common Stock, the Company covenants that it shall file any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it shall take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rules 144 and 144A under the Act), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Act within the limitation of the exemptions provided by (a) Rule 144 or Rule 144A under the Act, as such rules may be amended from time to time, or (b) any other rules or regulations now existing or hereafter adopted by the SEC. The Company shall, upon the request of any Holder, deliver to such Holder a written statement as to whether the Company has complied with such requirements.

Appears in 6 contracts

Samples: Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Three Cities Fund Ii Lp), Registration Rights Agreement (Terfin International LTD)

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Rule 144; Other Exemptions. If For so long as the Company shall will have filed a registration statement pursuant to the requirements class of securities registered under Section 12 12(b) or 12(g) of the Exchange Act or a registration statement pursuant to the requirements of the Act in respect of Common Stock or securities of the company convertible into or exchangeable or exercisable for Common StockAct, the Company covenants that it shall file will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder and keep all such reports and public information current to the extent required by Rule 144 under the Act, and that it shall will take such all further action as each Holder may reasonably request (including, but not limited to, including providing and keeping current any information necessary to comply with Rules Rule 144 and 144A under the ActAct and providing any written of counsel to the Company reasonably requested), all to the extent required from time to time to enable such the Holder to sell Registrable Securities without registration under the Act within the limitation of the exemptions provided by (a) Rule 144 or Rule 144A under the Act, as such the rules may be amended from time to time, or (b) any other rules or regulations now existing or hereafter adopted by the SEC. At such time as the Company will not have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will furnish or otherwise make available any information required for the Holder to sell the Registrable Securities under Rule 144A. The Company shallwill, upon the request of any Holder, deliver to such the Holder a written statement certification of a duly authorized officer as to whether the Company has complied with such the requirements.

Appears in 2 contracts

Samples: Employment Agreement (Willis Lease Finance Corp), Employment Agreement (Willis Lease Finance Corp)

Rule 144; Other Exemptions. 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 Act in respect of Common Stock or securities of the company convertible into or exchangeable or exercisable for Common Stock, the The Company covenants that it shall -------------------------- file any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it shall take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rules 144 and 144A under the Act), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Act within the limitation of the exemptions provided by (a) Rule 144 or Rule 144A under the Act, as such rules may be amended from time to time, or (b) any other rules or regulations now existing or hereafter adopted by the SEC. The Company shall, upon the request of any Holder, deliver to such Holder a written statement as to whether the Company has complied with such requirements.

Appears in 1 contract

Samples: Registration Rights Agreement (Nitinol Medical Technologies Inc)

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Rule 144; Other Exemptions. If For so long as the Company shall will have filed a registration statement pursuant to the requirements class of securities registered under Section 12 12(b) or Section 12(g) of the Exchange Act or a registration statement pursuant to the requirements of the Act in respect of Common Stock or securities of the company convertible into or exchangeable or exercisable for Common StockAct, the Company covenants that it shall file will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder and keep all such reports and public information current to the extent required by Rule 144 under the Act, and that it shall will take such all further action as each Holder may reasonably request (including, but not limited to, including providing and keeping current any information necessary to comply with Rules 144 and 144A under the ActAct and providing any written opinions of counsel to the Company reasonably requested), all to the extent required from time to time to enable such the Holder to sell Registrable Securities without registration under the Act within the limitation of the exemptions provided by (a) Rule 144 or Rule 144A under the Act, as such the rules may be amended from time to time, or (b) any other rules or regulations now existing or hereafter adopted by the SEC. At such time as the Company will not have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will furnish or otherwise make available any information required for the Holder to sell the Registrable Securities under Rule 144A. The Company shallwill, upon the request of any Holder, deliver to such the Holder a written statement certification of a duly authorized officer as to whether the Company has complied with such the requirements.

Appears in 1 contract

Samples: Investment Agreement (Willis Lease Finance Corp)

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