RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d) hereof, SkyTerra shall use its commercially reasonable efforts to cooperate with Motient so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient may reasonably request.
Appears in 4 contracts
Samples: Exchange Agreement (Motient Corp), Registration Rights Agreement (Motient Corp), Exchange Agreement (Skyterra Communications Inc)
RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues the Holders continue to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra Motient shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require SkyTerra Motient to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient any Holder of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d5.1(b) hereof, SkyTerra Motient shall use its commercially reasonable efforts to cooperate with Motient such Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerraMotient, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient such Holder may reasonably request.
Appears in 3 contracts
Samples: Registration Rights Agreement (Bce Inc), Registration Rights Agreement (Motient Corp), Registration Rights Agreement (Motient Corp)
RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues the Holders continue to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient any Holder of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d5.1(b) hereof, SkyTerra shall use its commercially reasonable efforts to cooperate with Motient such Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient such Holder may reasonably request.
Appears in 2 contracts
Samples: Registration Rights Agreement (Skyterra Communications Inc), Registration Rights Agreement (Motient Corp)
RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient the Holder continues to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient the Holder of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d5.1(b) hereof, SkyTerra shall use its commercially reasonable efforts to cooperate with Motient the Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient the Holder may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyterra Communications Inc)
RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues the Holders continue to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient the Holders of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d5.1(b) hereof, SkyTerra shall use its commercially reasonable efforts to cooperate with Motient the Holders so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient the Holders may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyterra Communications Inc)
RULE 144 TRANSACTIONS. 4.1 4.1. Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues the Holders continue to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient any Holder of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d5.1(b) hereof, SkyTerra shall use its commercially reasonable efforts to cooperate with Motient such Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient such Holder may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyterra Communications Inc)
RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, SkyTerra shall use its commercially reasonable best efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunderthereunder for so long as such disclosure is required to allow sales of Acquired Shares pursuant to Rule 144 under the Securities Act; provided, however, that the foregoing shall not be construed to require SkyTerra to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient the Holder of Acquired Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d) 5.1 hereof, SkyTerra shall use its commercially reasonable best efforts to cooperate with Motient the Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerra, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient the Holder may reasonably request.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyterra Communications Inc)
RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as Motient continues the Holders continue to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Covered Shares, SkyTerra Motient shall use its commercially reasonable efforts to file with the SEC, on a timely basis, all annual, quarterly and other periodic reports required to be filed by it under Sections 13 and 15(d) of the Exchange Act, and the rules and regulations thereunder, and to otherwise maintain its eligibility to utilize Form S-3 ; provided, however, that the foregoing shall not be construed to require SkyTerra Motient to prepare and file periodic reports if it is not required to do so under the Exchange Act. In the event of any proposed sale by Motient any Holder of Acquired Covered Shares pursuant to Rule 144 under the Securities Act or otherwise as provided herein, which sale is to be made in accordance with the terms of Section 5.1(d5.1(b) hereof, SkyTerra Motient shall use its commercially reasonable efforts to cooperate with Motient such Holder so as to enable such sales to be made in accordance with applicable laws, rules and regulations, the requirements of the transfer agent of SkyTerraMotient, and the reasonable requirements of the broker through which the sales are proposed to be executed, and shall, upon written request, furnish unlegended certificates representing ownership of the shares of Common Covered Shares sold thereby, such certificates to be furnished in such numbers and denominations as Motient such Holder may reasonably request.
Appears in 1 contract