Common use of Rule 144 Requirements Clause in Contracts

Rule 144 Requirements. After the earliest of (x) the closing of the sale of securities of the LLC pursuant to a Registration Statement, (y) the registration by the LLC of a class of securities under Section 12 of the Exchange Act or (z) the issuance by the LLC of an offering circular pursuant to Regulation A under the Securities Act, and with a view to making available to the Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit an Investor to sell securities of the LLC to the public without registration or pursuant to a registration on Form S-3, the LLC agrees to: (a) comply with the requirements of Rule 144 under the Securities Act with respect to making and keeping available current public information about the LLC; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the LLC under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares promptly after receipt of a written request (i) a written statement by the LLC as to its compliance with the requirements of said Rule 144, and the reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the LLC so qualifies), (ii) a copy of the most recent annual or quarterly report of the LLC and (iii) such other information, reports and documents of the LLC 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 including, without limitation, Rules 144 and 144A, or pursuant to Form S-3 (at any time after the LLC so qualifies to use such form).

Rule 144 Requirements. After the earliest of (x) the closing of the sale of securities of the LLC pursuant to a Registration Statement, (y) the registration by the LLC of a class of securities under Section 12 of the Exchange Act or (z) the issuance by the LLC of an offering circular pursuant to Regulation A under the Securities Act, and with With a view to making available to the Investors Holders the benefits of SEC Rule 144 under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit an Investor a Holder to sell securities of the LLC Company to the public without registration Registration or pursuant to a registration Registration on Form S-3, the LLC agrees toCompany shall: (a) comply with the requirements of Rule 144 under the Securities Act with respect to making make and keeping keep available adequate current public information about information, as those terms are understood and defined in Rule 144, at all times after the LLCeffective date of the Registration Statement filed by the Company for the initial public offering; (b) use its best commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the LLC Company under the Securities Act and the Exchange Act (at any time after it the Company has become subject to such reporting requirements); and (c) furnish to any holder of Holder, so long as the Holder owns any Registrable Shares promptly after receipt of a written Securities, forthwith upon request (i) to the extent accurate, a written statement by the LLC as to its compliance Company that it has complied with the requirements of said Rule 144, and the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the initial public offering), the Securities Act Act, and the Exchange Act (at any time after it the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the LLC Company so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the LLC Company and such other reports and documents so filed by the Company; and (iii) such other information, reports and documents of the LLC information as such holder may be reasonably request to avail itself requested in availing any Holder of any similar rule or regulation of the Commission allowing it to sell that permits the selling of any such securities without registration including, without limitation, Rules 144 and 144A, Registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the LLC Company so qualifies to use such form).

Rule 144 Requirements. After the earliest of (x) the closing of the sale of securities of the LLC Company pursuant to a Registration Statement, (y) the registration by the LLC Company of a class of securities under Section 12 of the Exchange Act or (z) the issuance by the LLC Company of an offering circular pursuant to Regulation A under the Securities Act, and with a view to making available to the Investors Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit an Investor Holder to sell securities of the LLC Company to the public without registration or pursuant to a registration on Form S-3, the LLC Company agrees to: (a) comply with the requirements of Rule 144 under the Securities Act with respect to making and keeping available current public information about the LLCCompany; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the LLC Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares Securities promptly after receipt of a written request (i) a written statement by the LLC Company as to its compliance with the requirements of said Rule 144, and the reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the LLC Company so qualifies), (ii) a copy of the most recent annual or quarterly report of the LLC Company and (iii) such other information, reports and documents of the LLC 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 including, without limitation, Rules 144 and 144A, or pursuant to Form S-3 (at any time after the LLC Company so qualifies to use such form).

Rule 144 Requirements. After From time to time after the earliest earlier to occur of (xa) the closing of ninetieth day following the sale of securities of date on which there shall first become effective a registration statement filed by the LLC pursuant to a Registration StatementCompany under the Securities Act, or (yb) the registration by date on which the LLC of Company shall register a class of securities under Section 12 of the Exchange Act or (z) Act, the issuance by Company will make every effort in good faith to make publicly available and available to the LLC Holders of an offering circular Registrable Securities, pursuant to Regulation A Rule 144 of the Commission under the Securities Act, and with a view such information as shall be necessary to making available enable the Holders of Registrable Securities to the Investors the benefits make sales of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit an Investor to sell securities of the LLC to the public without registration or Registrable Securities pursuant to a registration on Form S-3, the LLC agrees to: (a) comply with the requirements of Rule 144 under the Securities Act with respect to making and keeping available current public information about the LLC; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the LLC under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) that Rule. The Company will furnish to any holder Holder of Registrable Shares promptly after receipt of a written Securities, upon request (i) a written statement made by the LLC as to its compliance with the requirements of said Rule 144, and the reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (Holder at any time after the LLC so qualifies)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) a copy that such Holder has not been an affiliate (as defined in Rule 144) of the most recent annual or quarterly report of Company for more than the LLC preceding three (3) months, and (iii) as to such other informationmatters as may be appropriate in accordance with such Rule, reports and documents remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the LLC 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 including, without limitation, Rules 144 and 144A, or pursuant to Form S-3 (at any time after the LLC so qualifies to use such form)Securities Act.

Rule 144 Requirements. After the earliest of (xi) the closing of the sale of securities of the LLC Company pursuant to a Registration Statement, (yii) the registration by the LLC Company of a class of securities under Section 12 of the Exchange Act Act, or (ziii) the issuance completion by the LLC Company of an offering circular of its securities (other than pursuant to an employee benefit plan) in accordance with the provisions of Regulation A under the Securities Act, and with a view to making available to the Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit an Investor to sell securities of the LLC to the public without registration or pursuant to a registration on Form S-3, the LLC Company agrees to: (a) comply with the requirements of make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act with respect to making and keeping available current public information about the LLCAct; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the LLC Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and; (c) furnish to any holder of Registrable Shares promptly after receipt of a written upon request (i) a written statement by the LLC Company as to its compliance with the information requirements of said Rule 144144 (at any time after 90 days after the closing of the first sale of securities by the Company pursuant to a Registration Statement), and of the reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the LLC so qualifies), (ii) a copy of the most recent annual or quarterly report of the LLC Company, and (iii) such other information, reports and documents of the LLC 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 includingregistration; and (d) list the Registrable Shares on any national securities exchange where any of its Common Stock is so listed and maintain such listing, without limitationall at the Company’s expense. Notwithstanding the foregoing to the contrary, Rules 144 and 144A, the Company may defer or pursuant suspend compliance with this Section for such period as is determined by unanimous approval of the Directors to Form S-3 (at any time after be in the LLC so qualifies to use such form)best interests of the Company.

Rule 144 Requirements. After From time to time after the earliest earlier to occur of (xa) the closing of ninetieth day following the sale of securities of the LLC pursuant to date on which there shall first become effective a Registration StatementStatement filed by the Company under the Securities Act, or (yb) the registration by date on which the LLC of Company shall register a class of securities under Section 12 of the Exchange Act or (z) the issuance by the LLC of an offering circular pursuant to Regulation A under the Securities Act, and with a view to making available to the Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit an Investor to sell securities of the LLC to the public without registration or pursuant to a registration on Form S-3, the LLC Company agrees to: (a) comply with the requirements of Rule 144 under the Securities Act with respect to making make and keeping available keep current public information about the LLCCompany available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the LLC Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and; (c) furnish to any holder of Registrable Shares promptly after receipt of a written Securities upon request (i) a written statement by the LLC Company as to its compliance with the reporting requirements of said Rule 144, 144 and the reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the LLC so qualifies), (ii) a copy of the most recent annual or quarterly report of the LLC Company, and (iii) such other information, reports and documents of the LLC 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 includingregistration; and (d) furnish to any Holder of Registrable Securities, without limitationupon request, Rules a written statement signed by the Company, addressed to such Holder, stating whether or not the Company is in compliance with the current public information requirements of Rule 144 and 144ARule 144A of the Commission under the Securities Act (and, if not, a brief statement as to why or pursuant what action the Company has taken or proposes to Form S-3 (at any time after the LLC so qualifies take to use comply with such formrequirements).

Rule 144 Requirements. After the earliest of (x) the closing of the sale of securities of the LLC pursuant to a Registration Statement, (y) the registration by the LLC of a class of securities under Section 12 of the Exchange Act or (z) the issuance by the LLC of an offering circular pursuant to Regulation A under the Securities Act, and with With a view to making available to the Investors 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 an Investor the Purchaser or any selling General or Limited Partner of Purchaser (each a “Selling Shareholder”) to sell securities of the LLC AE to the public without registration or pursuant to registration, as long as a registration on Form S-3, Selling Shareholder is the LLC agrees to: (a) comply owner of any shares of AE’s common stock issued in connection with the requirements conversion of Rule 144 the Notes under this Agreement (the Securities Act with respect to making and keeping available current public information about the LLC; (b) “Covered Shares”), AE shall use its best commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the LLC AE under the Securities Act and Act, the Exchange Act and any and all rules and regulations promulgated by the SEC thereunder (the “Reports”). If AE at any time after it has become subject is not required to such reporting requirements); and (c) furnish file the Reports, or if at any time the duty to do so is suspended pursuant to the provisions of any holder of Registrable Shares 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 after receipt of a upon written request (i) by a written statement by Selling Shareholder it will take any action that is necessary on its part for the LLC Selling Shareholder to sell publicly without registration any of the Covered Shares pursuant to the provisions of Rule 144, as to its compliance long as any such sale otherwise complies with the requirements of said Rule 144, and 144 applicable to the reporting requirements Selling Shareholder. AE’s obligations under this Section 7.3 shall terminate at the earlier of: (i) two (2) years following the date the Note has been converted pursuant to the Convertible Subordinated Promissory Note Agreement; (ii) such earlier time at which all Covered Shares can be sold in any three-month period without registration in compliance with Rule 144 of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the LLC so qualifies), (ii) a copy of the most recent annual or quarterly report of the LLC and (iii) such other information, reports and documents of the LLC 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 including, without limitation, Rules 144 and 144A, or pursuant to Form S-3 (at any time 12 years after the LLC so qualifies to use such form)date of this Agreement.