Common use of Rule 144 Requirements; Form S-3 Clause in Contracts

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of (a) the ninetieth (90th) day following the date on which there shall first become effective a Registration Statement filed by the Company under the Securities Act, or (b) the date on which the Company shall register a class of securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file all reports required by the Securities Exchange Act of 1934, as amended and to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to such Rules. In addition, once the Company becomes eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission), the Company will make every effort in good faith to ensure that the Company thereafter retains such eligibility therefor. The Company will furnish to any Holder of Registrable Securities, upon reasonable request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such Holder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. The Company will, at the reasonable request of any Holder of Registrable Securities, upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Securities for the applicable holding period under Rule 144 with respect to such Holder's possession of such Registrable Securities, as in effect on the date of such certificate, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding days, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of (a) the ninetieth (90th) day six months following the date on which there shall first become effective a Registration Statement filed by the Company under the Securities Act, or (b) the date on which the Company shall register a class of securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file take all reports required steps necessary to ensure that the Company will be eligible to register securities on Form S-3 (or any comparable form adopted by the Securities Exchange Act of 1934Commission) as soon thereafter as possible, as amended and to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to such Rules. In addition, once the Company becomes eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission), the Company will make every effort in good faith to ensure that the Company thereafter retains such eligibility therefor. The Company will furnish to any Holder of Registrable Securities, upon reasonable request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such Holder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. The Company will, at the reasonable request of any Holder of Registrable Securities, upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Securities for the applicable holding period under Rule 144 with respect to such Holder's possession of such Registrable Securities, as in effect on the date of such certificate, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding days, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of (a) the ninetieth (90th) day following the date on which there shall first become effective a Registration Statement registration statement filed by the Company under the Securities ActAct with respect to its equity securities, or (b) the date on which the Company shall register a class of equity securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file all reports required by the Securities Exchange Act of 1934, as amended and the Company will use its reasonable best efforts in good faith to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be take all steps necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to such Rules. In addition, once ensure that the Company becomes will be eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission)) as soon thereafter as possible, and to file all reports required to be filed by it under the Securities Exchange Act of 1934 in order that there will be publicly available current public information concerning the Company will make every effort in good faith to ensure that within the Company thereafter retains such eligibility thereformeaning of Rule 144(c) of the Commission under the Securities Act. The Company will furnish to any Holder of Registrable SecuritiesStockholder, upon reasonable request made by such Holder Stockholder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such HolderStockholder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. 144. The Company will, at the reasonable request of any Holder of Registrable SecuritiesStockholder, upon receipt from such Holder Stockholder of a certificate certifying (i) that such Holder Stockholder has held such Registrable Restricted Securities for the applicable holding a period under of not less than two (2) consecutive years calculated as described in paragraph (d) of Rule 144 with respect to such Holder's possession of such Registrable Securities, as in effect on the date of such certificate144, (ii) that such Holder Stockholder has not been an affiliate (as defined in paragraph (a) of Rule 144) of the Company for more than the ninety (90) preceding daysthree months, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Restricted Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act, and, thereupon, such Restricted Securities will cease to be Restricted Securities for purposes of this Agreement.

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of (a) the ninetieth (90th) day following the date on which there shall first become effective a Registration Statement filed by the Company under the Securities Act, or (b) the date on which the Company shall register a class of securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file take all reports required steps necessary to ensure that the Company will be eligible to register securities on Form S-3 (or any comparable form adopted by the Securities Exchange Act of 1934Commission) as soon thereafter as possible, as amended and to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to such Rules. In addition, once the Company becomes eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission), the Company will make every effort in good faith to ensure that the Company thereafter retains such eligibility therefor. The Company will furnish to any Holder of Registrable Securities, upon reasonable request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such Holder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. The Company will, at the reasonable request of any Holder of Registrable Securities, upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Securities for the applicable holding a period under Rule 144 with respect to such Holder's possession of such Registrable Securities, as in effect on the date of such certificatenot less than three (3) consecutive years, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding days, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of (a) the ninetieth (90th) day following the date on which there shall first become effective a Registration Statement registration statement filed by the Company under the Securities Act, or (b) the date on which the Company shall register a class of securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file take all reports required steps necessary to ensure that the Company will be eligible to register securities on Form S-3 (or any comparable form adopted by the Securities Exchange Act of 1934Commission) as soon thereafter as possible, as amended and to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to such Rules. In addition, once the Company becomes eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission), the Company will make every effort in good faith to ensure that the Company thereafter retains such eligibility thereforRule. The Company will furnish to any Holder of Registrable Securities, upon reasonable request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such Holder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. 144. The Company will, at the reasonable request of any Holder of Registrable Securities, upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Securities for the applicable holding a period under Rule 144 with respect to such Holder's possession of such Registrable Securities, as in effect on the date of such certificatenot less than two (2) consecutive years, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding days, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of (a) the ninetieth (90th) day following the date on which there shall first become effective a Registration Statement filed by the Company under the Securities Act, or (b) the date on which the Company shall register a class of securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file take all reports required steps necessary to ensure that the Company will be eligible to register securities on Form S-3 (or any comparable form adopted by the Securities Exchange Act of 1934Commission) as soon thereafter as possible, as amended and to make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to such Rules. In addition, once the Company becomes eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission), the Company will make every effort in good faith to ensure that the Company thereafter retains such eligibility therefor. The Company will furnish to any Holder of Registrable Securities, upon reasonable request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such Holder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. The Company will, at the reasonable request of any Holder of Registrable Securities, upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Securities for the applicable holding a period under Rule 144 with respect to such Holder's possession of such Registrable Securities, as in effect on the date of such certificatenot less than one (1) year, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding days, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.

Rule 144 Requirements; Form S-3. From time to time after the earlier to occur of The Company will make its best efforts in good faith (a) to take all steps necessary to ensure that the ninetieth Company will be eligible to register securities on Form X-0, X-0 (90th) day following the date on which there shall first become effective a Registration Statement filed or any comparable form adopted by the Company under the Securities ActCommission) as soon thereafter as possible, or and (b) the date on which the Company shall register a class of securities under Section 12 of the Exchange Act, the Company will make every effort in good faith to timely file all reports required by the Securities Exchange Act of 1934, as amended and to make publicly available and available to the Holders of Registrable Investor Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, or a comparable or successor rule (“Rule 144”), such information as shall be necessary to enable the Holders of Registrable Investor Securities to make sales of Registrable Investor Securities pursuant to such Rules. In addition, once the Company becomes eligible to register securities on Form S-2 or Form S-3 (or any comparable form adopted by the Commission), the Company will make every effort in good faith to ensure that the Company thereafter retains such eligibility thereforRule 144. The Company will furnish to any Holder of Registrable Investor Securities, upon reasonable request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effective, a written statement signed by the Company, addressed to such Holder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144 and Rule 144A. 144. The Company will, at the reasonable request of any Holder of Registrable Investor Securities, upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Investor Securities for the applicable holding period under Rule 144 with respect to such Holder's ’s possession of such Registrable Investor Securities, as in effect on the date of such certificate, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding days, and (iii) as to such other matters as may be appropriate in accordance with such Rule, remove from the stock certificates representing such Registrable Investor Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.