Common use of RULE 144 TRANSACTIONS Clause in Contracts

RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as the Holders continue to hold any Acquired Shares, 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 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 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(b) hereof, Motient shall use its commercially reasonable efforts to cooperate with 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 Motient, 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 Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder may reasonably request.

Appears in 3 contracts

Samples: Registration Rights Agreement (Motient Corp), Registration Rights Agreement (Bce Inc), Registration Rights Agreement (Motient Corp)

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RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as the Holders continue Motient continues to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, Motient 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 Motient 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 any Holder 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(b5.1(d) hereof, Motient SkyTerra shall use its commercially reasonable efforts to cooperate with such Holder 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 MotientSkyTerra, 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 Acquired the shares of Common Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder Motient may reasonably request.. EXECUTION

Appears in 2 contracts

Samples: Registration Rights Agreement (Motient Corp), 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 the Holders continue to hold any Acquired Shares, Motient 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 Motient 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 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(b) hereof, Motient SkyTerra shall use its commercially reasonable efforts to cooperate with 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 MotientSkyTerra, 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 Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder may reasonably request.

Appears in 2 contracts

Samples: Registration Rights Agreement (Motient Corp), 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 the Holders continue Motient continues to hold or has the right under the MSV Exchange Agreement to acquire any Acquired Shares, Motient 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 Motient 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 any Holder 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(b5.1(d) hereof, Motient SkyTerra shall use its commercially reasonable efforts to cooperate with such Holder 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 MotientSkyTerra, 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 Acquired the shares of Common Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder Motient may reasonably request.

Appears in 2 contracts

Samples: Exchange 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 the Holders continue to hold any Acquired Shares, Motient 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 Motient 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 any Holder 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(b) hereof, Motient SkyTerra shall use its commercially reasonable efforts to cooperate with such Holder 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 MotientSkyTerra, 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 Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder the Holders may reasonably request.

Appears in 1 contract

Samples: Asset Purchase Agreement (Skyterra Communications Inc)

RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as the Holders continue Holder continues to hold any Acquired Shares, Motient 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 Motient 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 any 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(b) hereof, Motient SkyTerra shall use its commercially reasonable efforts to cooperate with such 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 MotientSkyTerra, 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 Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as such the Holder may reasonably request.

Appears in 1 contract

Samples: Registration Rights Agreement (Skyterra Communications Inc)

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RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as the Holders continue to hold any Acquired Covered Shares, 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 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 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(b) hereof, Motient shall use its commercially reasonable efforts to cooperate with 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 Motient, 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 Acquired Covered Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder may reasonably request.

Appears in 1 contract

Samples: Registration Rights Agreement (Motient Corp)

RULE 144 TRANSACTIONS. 4.1 Undertaking to File Reports and Cooperate in Rule 144 Transactions. For as long as the Holders continue to hold any Acquired Shares, Motient 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 Motient 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 any 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(b) 5.1 hereof, Motient SkyTerra shall use its commercially reasonable best efforts to cooperate with such 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 MotientSkyTerra, 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 Acquired Shares sold thereby, such certificates to be furnished in such numbers and denominations as such the Holder 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 the Holders continue to hold any Acquired Shares, Motient 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 Motient 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 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(b) hereof, Motient SkyTerra shall use its commercially reasonable efforts to cooperate with 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 MotientSkyTerra, 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 Acquired the Common Shares sold thereby, such certificates to be furnished in such numbers and denominations as such Holder may reasonably request.

Appears in 1 contract

Samples: Registration Rights Agreement (Skyterra Communications Inc)

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