Common use of Rule 144 Sale Clause in Contracts

Rule 144 Sale. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request. Without limiting the generality of the foregoing, with a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees that, after such time as the Company shall have consummated a Public Offering, it will: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); (c) furnish to any Shareholder, so long as such Shareholder owns any Registrable Securities, upon request by such Shareholder, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for a Public Offering), and 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 it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Shareholder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Shareholder to sell any such securities without registration; and (d) upon the request of any Shareholder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such Shareholder’s counsel, and shall act in accordance with the written instructions of such Shareholder’s counsel, with respect to any transfer of Company Securities.

Rule 144 Sale. If any Shareholder shall transfer any Registrable Securities pursuant Notwithstanding anything contained in this Section 5 to Rule 144the contrary, the Company shall cooperatehave no obligation pursuant to this Section 5 for the registration of Registrable Securities held by any Holder where (i) such Holder would then be entitled to (or could otherwise) sell under Rule 144 promulgated under the Securities Act (“Rule 144”), including Rule 144(k), within any three (3) month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof) all of its Registrable Securities, and any securities underlying such Registrable Securities, if any, then held by such Holder [or any portion of securities sought to be registered pursuant to this Section 5 (other than Section 5.4.1), and, only if applicable], (ii) the number of Registrable Securities, and any securities underlying such Registrable Securities, if any, held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule 144). Notwithstanding anything contained in this Section 5 to the extent commercially reasonablecontrary, with all terms, conditions, rights and obligations set forth in this Section 5 shall fully and finally terminate if, at any time, [all Holders] are entitled to (or could otherwise) sell under Rule 144, including Rule 144(k), within any three (3) month period (or such Shareholder and shall provide to such Shareholder such information other period prescribed under Rule 144 as such Shareholder shall reasonably request. Without limiting the generality of the foregoing, with a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale be provided by amendment thereof) all of the Registrable Securities to the public without registrationSecurities, the Company agrees thatand any securities underlying such Registrable Securities, after if any, then held by such time as the Holders. [The Company shall have consummated a Public Offering, it will: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) use its reasonable best efforts to file with the SEC in a timely manner all any reports and other documents required to be filed by the Company it under the Securities Act and the Exchange Act (at any and take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time after it has become subject to time to enable such reporting requirements); (c) furnish holders to any Shareholder, so long as such Shareholder owns any sell Registrable Securities, upon request by such Shareholder, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first Securities without registration statement filed by the Company for a Public Offering), and of under the Securities Act and within the Exchange Act (at any time after it has become subject to limitation of the exemptions provided by Rule 144 under the Securities Act, as such reporting requirements) or that it qualifies as a registrant whose securities rules may be resold pursuant amended from time to Form S-3 (at time, or any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Shareholder may reasonably request in availing itself of any similar rule or regulation of hereafter adopted by the SEC allowing a Shareholder to sell any such securities without registration; and (d) upon the request of any Shareholder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such Shareholder’s counsel, and shall act in accordance with the written instructions of such Shareholder’s counsel, with respect to any transfer of Company SecuritiesCommission.]

Rule 144 Sale. If any Shareholder shall transfer any Registrable Securities pursuant Notwithstanding anything contained in this Section 5 to Rule 144the contrary, the Company shall cooperatehave no obligation pursuant to this Section 5 for the registration of Registrable Securities held by any Holder where (i) such Holder would then be entitled to (or could otherwise) sell under Rule 144 promulgated under the Securities Act (“Rule 144”), including Rule 144(k), within any three (3) month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof) all of its Registrable Securities, and any securities underlying such Registrable Securities, if any, then held by such Holder or any portion of securities sought to be registered pursuant to this Section 5 (other than Section 5.4.1), and, only if applicable, (ii) the number of Registrable Securities, and any securities underlying such Registrable Securities, if any, held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule 144). Notwithstanding anything contained in this Section 5 to the extent commercially reasonablecontrary, with all terms, conditions, rights and obligations set forth in this Section 5 shall fully and finally terminate if, at any time, [all Holders] are entitled to (or could otherwise) sell under Rule 144, including Rule 144(k), within any three (3) month period (or such Shareholder and shall provide to such Shareholder such information other period prescribed under Rule 144 as such Shareholder shall reasonably request. Without limiting the generality of the foregoing, with a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale be provided by amendment thereof) all of the Registrable Securities to the public without registrationSecurities, the Company agrees thatand any securities underlying such Registrable Securities, after if any, then held by such time as the Holders. The Company shall have consummated a Public Offering, it will: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) use its reasonable best efforts to file with the SEC in a timely manner all any reports and other documents required to be filed by the Company it under the Securities Act and the Exchange Act (at any and take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time after it has become subject to time to enable such reporting requirements); (c) furnish holders to any Shareholder, so long as such Shareholder owns any sell Registrable Securities, upon request by such Shareholder, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first Securities without registration statement filed by the Company for a Public Offering), and of under the Securities Act and within the Exchange Act (at any time after it has become subject to limitation of the exemptions provided by Rule 144 under the Securities Act, as such reporting requirements) or that it qualifies as a registrant whose securities rules may be resold pursuant amended from time to Form S-3 (at time, or any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Shareholder may reasonably request in availing itself of any similar rule or regulation of hereafter adopted by the SEC allowing a Shareholder to sell any such securities without registration; and (d) upon the request of any Shareholder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such Shareholder’s counsel, and shall act in accordance with the written instructions of such Shareholder’s counsel, with respect to any transfer of Company SecuritiesCommission.

Rule 144 Sale. If any Shareholder Stockholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder Stockholder and shall provide to such Shareholder Stockholder such information as such Shareholder Stockholder shall reasonably request. Without limiting the generality of the foregoing, with a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees that, after such time as the Company shall have consummated a Public Offering, it will: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required to be filed by the 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 ShareholderStockholder, so long as such Shareholder Stockholder owns any Registrable Securities, upon request by such ShareholderStockholder, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for a Public Offering), and 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 it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Shareholder Stockholder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Shareholder Stockholder to sell any such securities without registration; and (d) (upon the request of any ShareholderStockholder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such ShareholderStockholder’s counsel, and shall act in accordance with the written instructions of such ShareholderStockholder’s counsel, with respect to any transfer of Company Equity Securities.