Common use of Rule 144 Requirements Clause in Contracts

Rule 144 Requirements. From time to time after the earlier to occur of (a) the ninetieth 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 make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 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 that Rule. The Company will furnish to any Holder of Registrable Securities, upon 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. The Company will, at the 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 a period of not 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 preceding three (3) 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 Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act.

Rule 144 Requirements. From time to time after the earlier to occur of (a) the ninetieth 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 use its best efforts to take all action as is necessary, including filing in good faith to make a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, and making publicly available and available to the Holders of Stockholders holding Registrable Securities, pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act, such information as shall be necessary necessary, to enable the Holders of Stockholders holding Registrable Securities to make sales of Registrable Securities pursuant to that Rulesuch Rules. The Company will furnish to any Holder of Stockholder holding Registrable Securities, upon 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. 144 and Rule 144A. The Company will, at the request of any Holder of Stockholder holding Registrable Securities, upon receipt from such Holder Stockholder of a certificate certifying (i) that such Holder Stockholder has held such Registrable Securities for a period of not less than three two (32) consecutive years, (ii) that such Holder Stockholder has not been an affiliate (as defined in Rule 144) of the Company for more than the preceding three a period of at least ninety (390) monthsdays, 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. From With a view to making available to the Purchaser the benefits of SEC Rule 144 promulgated by the SEC and any other rule or regulation of the SEC that may at any time permit the Purchaser or any selling General or Limited Partner of Purchaser (each a “Selling Shareholder”) to sell securities of AE to the public without registration, as long as a Selling Shareholder is the owner of any shares of AE’s common stock issued in connection with the conversion of the Notes under this Agreement (the “Covered Shares”), AE shall use its commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of AE under the Securities Act, the Exchange Act and any and all rules and regulations promulgated by the SEC thereunder (the “Reports”). If AE at any time after is not required to file the Reports, or if at any time the duty to do so is suspended pursuant to the provisions of any of those Acts, rules or regulations, AE agrees to use commercially reasonable efforts to make publicly available the information about AE specified in Rule 15c2-11 under the Exchange Act. AE also agrees that, promptly upon written request by a Selling Shareholder it will take any action that is necessary on its part for the Selling Shareholder to sell publicly without registration any of the Covered Shares pursuant to the provisions of Rule 144, as long as any such sale otherwise complies with the requirements of Rule 144 applicable to the Selling Shareholder. AE’s obligations under this Section 7.3 shall terminate at the earlier to occur of of: (ai) the ninetieth day two (2) years following the date on the Note has been converted pursuant to the Convertible Subordinated Promissory Note Agreement; (ii) such earlier time at which there shall first become effective a all Covered Shares can be sold in any three-month period without registration statement filed by the Company under in compliance with Rule 144 of the Securities Act, or (biii) 12 years after 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 make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 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 that Rule. The Company will furnish to any Holder of Registrable Securities, upon 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. The Company will, at the 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 a period of not 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 preceding three (3) 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 Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Actthis Agreement.

Rule 144 Requirements. Form S-3 Registrations. From time to time after the earlier to occur of (a) the ninetieth day following the date on which there shall first become effective a registration statement filed by the Company Holding under the Securities ActAct with respect to its Common Stock, or (b) the date on which the Company Holding shall register a class of equity securities under Section 12 of the Exchange Act, the Company will Holding shall make every effort in good faith to take all steps necessary to ensure that Holding will be eligible to register securities on Form S-3 (or any comparable or successor form adopted by the Commission) as soon thereafter as possible (it being acknowledged that certain aspects of eligibility to use Form S-3, e.g., the aggregate market value of Holding's securities held by non-affiliates, are beyond Holding's control), and to make publicly available and available to the Holders of Registrable SecuritiesHolders, pursuant to Rule 144 of the Commission under the Securities Act, such current public information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to that Rule. The Company will Holding shall furnish to any Holder of Registrable Securitiesthe Holders, upon request made by such Holder at any time after the undertaking of the Company Holding in the preceding sentence shall have first become effective, a written statement signed by the CompanyHolding, addressed to such each Holder, describing briefly the action the Company Holding has taken or proposes to take to comply with the current public information requirements of Rule 144. The Company will, at the request of any Holder of Registrable Securities, upon Upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Purchased Securities for a period of not less than three two (32) consecutive yearsyears (or such lesser period after which the exemption from registration pursuant to which Rule 144(k) may be available), and (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than Holding during the preceding three (3) months, and (iii) as to such other matters as may be appropriate in accordance with such RuleHolding shall, at the request of any Holder of Purchased Securities, remove from the stock certificates representing such Registrable Purchased Securities that portion of any restrictive legend which relates (or portion thereof) relating to the registration provisions of the Securities Act. After (and for so long as) Holding qualifies for the use of Form S-3, then, subject to the provisions of Sections 6.2(b)(iv) and (v) of this Agreement, any Holder or Holders of Registrable Securities with an aggregate fair market value of $1,000,000 or more, shall have the right to require Holding to register Registrable Securities with not less than such aggregate fair market value on Form S-3, provided, that Holding shall not be obligated to effect such a registration more frequently than once in any six-month period.

Rule 144 Requirements. From time to time after the earlier to occur of (a) the ninetieth 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 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 make and keep publicly available and available to the Holders of Registrable SecuritiesHolders, pursuant to Rule 144 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 restricted securities, as defined in such rule, pursuant to that Rulerule. The So long as a Holder owns any Registrable Securities, the Company will furnish to any Holder of Registrable SecuritiesHolder, upon 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. The Company will, at the 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 a period of not less than three two (32) consecutive years, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than at any time during the preceding three ninety (390) monthsdays, and (iii) as to such other matters as may be appropriate in accordance with such RuleRule 144, 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. From time to time after the earlier to occur of (a) the ninetieth 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 make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 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 that Rule. The Company will furnish to any Holder of Registrable Securities, upon 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. The Company will, at the request of any Holder of Registrable Securities, upon receipt from such Holder of a certificate certifying (ix) that such Holder has held such Registrable Securities for a period of not less than three two (32) consecutive years, (iiy) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety (90) preceding three (3) monthsdays, and (iiiz) as to such other matters as may be appropriate in accordance with such RuleRule (or any similar successor 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. From time to time after the earlier to occur of (a) the ninetieth 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 Form S-3. The Company will make every effort use its reasonable best efforts in good faith to make take all steps necessary to ensure that the Company will be eligible to register securities on Form S-1, S-2, SB-1, SB-2 or S-3 (xx xxx xxxxxxxxxx forms adopted by the Commission) 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 and available to current public information concerning the Holders Company within the meaning of Registrable Securities, pursuant to Rule 144 144(c) 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 that Rule. The Company will furnish to any Holder of Registrable SecuritiesStockholder, upon request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effectiveStockholder, 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. The Company will, at the request of any Holder of Registrable SecuritiesStockholder, upon receipt from such Holder of Stockholder of: (x) a certificate certifying certifying: (i) that such Holder Stockholder has held such Registrable Restricted Securities for a period of not less than three (3) consecutive yearsyears (or such shorter period as may be permitted by Rule 144 from time to time) within the meaning of Rule 144, (ii) that such Holder Stockholder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety-two (92) preceding three days, (3or such shorter period as may be permitted by Rule 144 from time to time) months, and (iii) as to such other matters as may be appropriate in accordance with such Rule; and (y) if not waived in writing by the Company, an unqualified written opinion of counsel knowledgeable in securities law matters as to clauses (i) and (ii) above, addressed to the Company and reasonably acceptable in form and substance to the Company, 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 Registrations. From time to time after the earlier to occur of (a) the ninetieth day following the date on which there shall first become effective a registration statement filed by the Company Holding under the Securities Act, or (b) the date on which the Company Holding shall register a class of securities under Section 12 of the Exchange Act, the Company will Holding shall make every effort in good faith to take all steps necessary to ensure that Holding will be eligible to register securities on Form S-3 (or any comparable or successor form adopted by the Commission) as soon thereafter as possible (it being acknowledged that certain aspects of eligibility to use Form S-3, e.g., the aggregate market value of Holding's securities held by non-affiliates, are beyond Holding's control), and to make publicly available and available to the Holders of Registrable SecuritiesHolders, pursuant to Rule 144 of the Commission under the Securities Act, such current public information as shall be necessary to enable the Holders of Registrable Securities to make sales of Registrable Securities pursuant to that Rule. The Company will Holding shall furnish to any Holder of Registrable Securitiesthe Holders, upon request made by such Holder at any time after the undertaking of the Company Holding in the preceding sentence shall have first become effective, a written statement signed by the CompanyHolding, addressed to such each Holder, describing briefly the action the Company Holding has taken or proposes to take to comply with the current public information requirements of Rule 144. The Company will, at the request of any Holder of Registrable Securities, upon Upon receipt from such Holder of a certificate certifying (i) that such Holder has held such Registrable Purchased Securities for a period of not less than three two (32) consecutive yearsyears (or such lesser period after which the exemption from registration pursuant to which Rule 144(k) may be available), and (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company for more than Holding during the preceding three (3) months, and (iii) as to such other matters as may be appropriate in accordance with such RuleHolding shall, at the request of any Holder of Purchased Securities, remove from the stock certificates representing such Registrable Purchased Securities that portion of any restrictive legend which relates (or portion thereof) relating to the registration provisions of the Securities Act. After (and for so long as) Holding qualifies for the use of Form S-3, then, subject to the provisions of Sections 6.2(b)(iv) and (v) of this Agreement, any Holder or Holders of Registrable Securities with an aggregate fair market value of $1,000,000 or more, shall have the right to require Holding to register Registrable Securities with not less than such aggregate fair market value on Form S-3, provided, that Holding shall not be obligated to effect such a registration more frequently than once in any six-month period.

Rule 144 Requirements. From time to time after the earlier to occur of (a) the ninetieth 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 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 make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 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 that Rule. The Company will furnish to any Holder of Registrable Securities, upon 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. The Company will, at the 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 a period of not less than three two (32) 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 three (3) monthsdays, 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. 13.

Rule 144 Requirements. From time to time after the earlier to occur of (a) the ninetieth 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 make publicly available and available to the Holders of Registrable Securities, pursuant to Rule 144 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 that Rule. The Company will furnish to any Holder of Registrable Securities, upon 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. The Company will, at the 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 a period of not 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 three (3) monthsdays, 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.. 3.10

Rule 144 Requirements. From time to time after the earlier to occur of (a) the ninetieth day following the date on which there shall first become effective a registration statement filed fried 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 make publicly available and available to the Holders holders of Registrable Securities, pursuant to Rule 144 of the Commission under the Securities Act, such information as shall be necessary to enable the Holders holders of Registrable Securities to make sales of Registrable Securities pursuant to that Rule. The Company will furnish to any Holder holder of Registrable Securities, upon request made by such Holder 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 Holderholder, describing briefly the action the Company has taken or proposes to take to comply with the current public information requirements of Rule 144. The Company will, at the request of any Holder holder of Registrable Securities, upon receipt from such Holder holder of a certificate certifying (i) that such Holder holder currently intends to transfer such Registrable Securities, (ii) that such holder has held such Registrable Securities for a period of not less than three two (32) consecutive yearsyears within the meaning of Rule 144(d) or any successor rule, and (iiiii) that such Holder holder has not been an affiliate (as defined in Rule 144) of the Company for more than at any time during the ninety (90) preceding three (3) months, and (iii) as to such other matters as may be appropriate in accordance with such Ruledays, 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. From time to time after the earlier to occur of (a) the ninetieth 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 Form S-3. The Company will make every effort use its reasonable best efforts in good faith to make take all steps necessary to ensure that the Company will be eligible to register securities on Form X-0, X-0, XX-0, XX-0 or S-3 (or any comparable forms adopted by the Commission) 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 and available to current public information concerning the Holders Company within the meaning of Registrable Securities, pursuant to Rule 144 144(c) 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 that Rule. The Company will furnish to any Holder of Registrable SecuritiesStockholder, upon request made by such Holder at any time after the undertaking of the Company in the preceding sentence shall have first become effectiveStockholder, 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. The Company will, at the request of any Holder of Registrable SecuritiesStockholder, upon receipt from such Holder of Stockholder of: (x) a certificate certifying certifying: (i) that such Holder Stockholder has held such Registrable Restricted Securities for a period of not less than three (3) consecutive yearsyears (or such shorter period as may be permitted by Rule 144 from time to time) within the meaning of Rule 144, (ii) that such Holder Stockholder has not been an affiliate (as defined in Rule 144) of the Company for more than the ninety-two (92) preceding three days, (3or such shorter period as may be permitted by Rule 144 from time to time) months, and (iii) as to such other matters as may be appropriate in accordance with such Rule; and (y) if not waived in writing by the Company, an unqualified written opinion of counsel knowledgeable in securities law matters as to clauses (i) and (ii) above, addressed to the Company and reasonably acceptable in form and substance to the Company, 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.