Common use of Rule 144 Clause in Contracts

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Actany Demand Party, make publicly available such information), and (ii) it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Demand Party) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding anything contained in this Section 6, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it will the Company shall timely file the reports required to be filed by it under the Securities Exchange Act or the Exchange Securities Act (including, but not limited to, including the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under 144) and the Securities Act)rules and regulations adopted by the Commission thereunder, and (ii) will shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (A) Rule 144 under the Securities Act144, as such Rule may be amended from time to time, or (B) any similar or successor rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable SecuritiesSecurities in connection with that holder’s sale pursuant to Rule 144, the Company will shall deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the any reports required to be filed by it under the Securities Act or and the Exchange Act Act, and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any Holder, make publicly available other information so long as necessary to permit sales of the Exchange Act referred to in subparagraph (c)(1) of Registrable Securities under Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any successor rule or similar rule provision or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject will use its reasonable best efforts to the reporting provisions of the Exchange Act, it will timely file the all reports and other documents required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred a Holder, make publicly available such information as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 or Regulation S under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 or Regulation S under the Securities Act, as such Rule rules may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specifics thereof.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any holder of Registrable Securities made after March 30, 2000, make publicly available other information so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that (i) upon such time as it becomes, and so long as it remains remains, subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), ) and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants agrees that (i) so long as it remains subject to the reporting provisions of extent it shall be required to do so under the Exchange Act, it will the Company shall timely file the reports required to be filed by it under the Securities Exchange Act or the Exchange Securities Act (including, but not limited to, the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will shall take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (A) Rule 144 under the Securities Act144, as such Rule may be amended from time to time, or (B) any similar or successor rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesTransfer Restricted Securities in connection with the Holder's sale pursuant to Rule 144, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that, from and after the date -------- that (i) so long as it remains subject to the reporting provisions Company has a class of equity securities registered under the Exchange Act, it will timely shall (i) file the any reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, and the reports under Sections 13 rules and 15(d) of regulations adopted by the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and SEC thereunder; (ii) will make and keep public information available as those terms are understood and defined in Rule 144; and (iii) take such further action as any each Holder of Registrable Securities may reasonably requestrequest (including providing any information necessary to comply with Rules 144 and 144A), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Actor Rule 144A, as such Rule rules may be amended from time to time, or (Bb) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Actany Demand Party, make publicly available such information), and (ii) it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Demand Party) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding anything contained in this Section 7, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder.

Rule 144. The Company covenants that (i) so long as it remains subject shall use its best efforts to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (includingof 1934, but not limited toas amended, and the reports under Sections 13 rules and 15(d) regulations of the Exchange Act referred Commission thereunder if and when the Company becomes obligated to in subparagraph file such reports (c)(1) or, if the Company ceases to be required to file such reports, it shall, upon the request of Rule 144 under the Securities Actany Holder, make publicly available other information), and (ii) will it shall, if feasible, take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (Bii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (includingor, but in the event that the Company is not limited torequired to file such reports, the reports under Sections 13 and 15(dit will make publicly available information as set forth in Rule 144(c)(2) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 promulgated under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all or to the extent required from time to time to enable such Holder the Holders to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SECCommission (collectively, "Rule 144"). Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities 1933 Act or and the Exchange 1934 Act and the rules and regulations adopted by the SEC thereunder (includingor, but if it is not limited torequired to file such reports, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of it will make publicly available such information including information required by Rule 144 15c2-11 promulgated under the 1934 Act as will enable the holders of Registrable Securities Act), to sell any Registrable Securities held by them without registration as described in this Section 8; and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder holders of Registrable Securities to sell Registrable Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities 1933 Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied filings made by the Company with such requirementsthe SEC.

Rule 144. The Company Each of the Issuers covenants that (i) so long as it remains subject to the reporting provisions holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it will shall timely file the reports required to be filed by it under the Securities Exchange Act or the Exchange Securities Act (including, but not limited towithout limitation, the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act), and (ii) will shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar or successor rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable SecuritiesSecurities in connection with that holder’s sale pursuant to Rule 144, the Company will Issuers shall deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will shall timely file the reports required to be filed by it under the Securities Act or and the Exchange Act (including, including but not limited to, to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c) of Rule 144 adopted by the Commission under the Securities Act)) (or, if the Company is not required to file such reports, will, upon the request of any holder of Registrable Securities, make publicly available other information) and (ii) will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirementsthe requirements of this Section 4.

Rule 144. The Company covenants that (i) upon such time as it becomes, and so long as it remains remains, subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if it is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any holder of Registrable Securities, make publicly available other information so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the any reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred holders of Registrable Securities, make publicly available other information so long as necessary to in subparagraph (c)(1) of permit sales under Rule 144 under the Securities Act), and (ii) that it will take such further action as any Holder the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder the holders of Registrable Securities, the Company will deliver to each such Holder holder a written statement as to whether it has complied with such requirementsthe requirements of this Section 9.

Rule 144. The Company covenants and agrees that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ax) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (By) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use its best efforts to timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the any -------- reports required to be filed by it under the Securities Act or and the Exchange Act Act, and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any Holder, make publicly available other information so long as necessary to permit sales of the Exchange Act referred Registrable Securities pursuant to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar successor rule or regulation similar provision hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to that, for the reporting provisions of two years following the Exchange ActClosing Date, it will timely shall (a) file the any reports required to be filed by it under the Securities Act or the Exchange Act of 1934 and the rules and regulations adopted by the Commission thereunder; (including, but not limited to, the reports under Sections 13 b) make and 15(d) of the Exchange Act referred to keep public information available as those terms are understood and defined in subparagraph (c)(1) of Rule 144 under the Securities Act), 144; and (iic) will take such further action as any each Holder of Registrable Securities may reasonably requestrequest (including providing any information necessary to comply with Rules 144 and 144A), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Actor Rule 144A, as such Rule rules may be amended from time to time, or (Bii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) from and after the IPO Effectiveness Date, but only for so long as it remains subject to the reporting provisions Company has a class of securities registered under Section 12 of the Exchange Act, it will timely shall (a) use its reasonable best efforts to file the any reports required to be filed by it under the Securities Act or the Exchange Act and (including, but not limited to, the reports under Sections 13 and 15(db) take such further action as each Designated Holder of the Exchange Act referred Registrable Securities may reasonably request (including providing any information necessary to in subparagraph (c)(1) of comply with Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Designated Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (Bii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any Designated Holder of Registrable Securities, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the any reports --------- required to be filed by it under the Securities Act or and the Exchange Act Act, and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any Holder, make publicly available other information so long as necessary to permit sales of the Exchange Act referred to in subparagraph (c)(1) of Registrable Securities under Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any successor rule or similar rule provision or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities Shareholder may reasonably request, all to the extent required from time to time to enable such Holder Shareholder to sell Registrable Securities Merger Shares without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule Rules 144 and 145 under the Securities Act, as such Rule Rules may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesShareholder, the Company will deliver to such Holder Shareholder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any holder of Registrable Securities made after the first anniversary of the Exchange Act referred date hereof, make publicly available such information as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants and agrees that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ax) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (By) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject will use its reasonable best efforts to the reporting provisions of the Exchange Act, it will timely file the all reports and other documents required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred a Holder, make publicly available such information as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 or Regulation S under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 or Regulation S under the Securities Act, as such Rule rules may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement statement, certified by the Company’s Chief Financial Officer, as to whether it has complied with such information requirements, and, if not, the specifics thereof.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred Holder of Registrable Securities, make publicly available other nonconfidential information so long as necessary to in subparagraph (c)(1) of permit sales under Rule 144 under the Securities Act), and (ii) it will take such further other action as any the Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any the Holder of Registrable Securities, the Company will deliver to such the Holder a written statement as to whether it has complied with such requirements.

Rule 144. The After an IPO, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Actany Principal Investor, make publicly available such information), and (ii) it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Principal Investor) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding anything contained in this Section 7, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or Acts and the Exchange Act and rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any Holder of Registrable Securities made after the first anniversary of the Exchange Act referred date hereof, make publicly available such information as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has had complied with such information and requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Actthat, upon any registration statement covering Company securities becoming effective, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports request of any Holder, make publicly available other nonconfidential information so long as necessary to permit sales under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further other action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) reasonable request of the Exchange Act referred Holders, make publicly available such necessary information for so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities the Holders may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act144, as such Rule rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securitiesa Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirementsrequirements and, if not, the specifics thereof.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (includingor, but if it is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any Holder of Registrable Securities, make publicly available other information so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the any --------- reports required to be filed by it under the Securities Act or and the Exchange Act Act, and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any Holder, make publicly available other information so long as necessary to permit sales of the Exchange Act referred to in subparagraph (c)(1) of Registrable Securities under Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any successor rule or similar rule provision or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (ia) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited towithout limitation, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (iib) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) For so long as it remains the Company is subject to the reporting provisions requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it will timely file the any reports required to be filed by it under the Securities Act or and the Exchange Act (includingor, but not limited toif the Company is subject to the requirements of Section 13, the reports under Sections 13 and 14 or 15(d) of the Exchange Act referred but is not required to in subparagraph (c)(1) file such reports, it will, upon the request of Rule 144 under the Securities Actany Holder, make publicly available such information), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time request so as to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC, in each case, only to the extent such sales would be permitted under all applicable lock-ups. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants and agrees that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ax) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (By) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely use its best efforts to file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred Holders, make publicly available such information as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act, as amended), and (ii) it will take do all such further action other acts and things from time to time as any Holder of Registrable Securities may reasonably request, all requested by the Holders to the extent required from time to time to enable such each Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The After the Closing Date, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any Investor or its Affiliates that are Holders of Registrable Securities, make publicly available such information so long as necessary to in subparagraph (c)(1) permit sales of Registrable Securities pursuant to Rule 144 under the Securities Act144), and (ii) it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Investor or its Affiliates that are Holders of Registrable Securities) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC144. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirementsrequirements and, if not, the specifics thereof.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the all reports required to -------- be filed by it under the Securities Act or and the Securities Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if it is not limited torequired to file such reports, it will make publicly available such information as will enable the reports under Sections 13 and 15(d) holders of the Exchange Act referred Registrable Securities to in subparagraph (c)(1) of Rule 144 sell any Registrable Securities held by them without registration under the Securities Act), ; and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied filings made by Company with such requirementsthe SEC.

Rule 144. The Company covenants Registrants covenant that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it they will timely file the reports required to be filed by it them under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if any of them is not limited torequired to file such reports, the reports under Sections 13 and 15(d) applicable party will, upon the request of the Exchange Act referred any holder of Registrable Securities made after September 30, 1999 make publicly available other information so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) they will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company Registrants will deliver to such Holder holder a written statement as to whether it has they have complied with such information and filing requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any Holder of Registrable Shares, make publicly available such necessary information for so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities Shares may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities Shares without registration Registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder Holders of Registrable SecuritiesShares, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject shall use its reasonable efforts to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (includingof 1934, but not limited toas amended, and the reports under Sections 13 rules and 15(d) regulations of the Exchange Act referred Commission thereunder if and when the Company becomes obligated to in subparagraph file such reports (c)(1) or, if the Company ceases to be required to file such reports, it shall, upon the request of Rule 144 under the Securities Actany Holder, make publicly available other information), and (ii) will it shall, if feasible, take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (Bii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (includingor, but if it is not limited torequired to file such reports, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any Holder it shall make publicly available other information so long as necessary to permit sales of such Registrable Securities in subparagraph (c)(1) compliance with any applicable “current public information” requirements of Rule 144 under the Securities Act), Act and (ii) it will take such further action as any Holder of Registrable Securities reasonably may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or Acts and the Exchange Act and rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any holder of Registrable Securities made after the first anniversary of the Exchange Act referred date hereof, make publicly available such information as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has had complied with such information and requirements.

Rule 144. The After an IPO, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Actany Principal Stockholder, make publicly available such information), and (ii) it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Principal Stockholder) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirementsrequirements and, if not, the specifics thereof.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or and the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding anything contained in this Article V, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company Holdings covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it them under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if it is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of the Exchange Act referred any holder of Registrable Securities made after September 30, 1999, make publicly available other information so long as necessary to in subparagraph (c)(1) of permit sales pursuant to Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company Holdings will deliver to such Holder holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to that, during the reporting provisions of the Exchange ActEffective Period, it will timely file the reports required to be filed by it under the Securities Act or and the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted by the SEC thereunder (includingor, but if the Company is not limited torequired otherwise to file such reports, it will, upon the reports request of any Holder, make publicly available other information so long as necessary to permit sales under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act pursuant to and within the limitation limitations of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that (i) so long as it remains subject agrees to the reporting provisions of the Exchange Act, it will timely use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (includingor, but if it is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(drequest of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144(k) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further reasonable action as any requested by a Holder of Registrable Securities may reasonably requestSecurities, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 144(k) under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the any reports -------- required to be filed by it under the Securities Act or and the Exchange Act Act, and the rules and regulations adopted by the Commission thereunder (includingor, but if the Company is not limited torequired to file such reports, it will, upon the reports under Sections 13 and 15(d) request of any Holder, make publicly available other information so long as necessary to permit sales of the Exchange Act referred Registrable Securities pursuant to in subparagraph (c)(1) of Rule 144 under the Securities Act), and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (Bb) any similar successor rule or regulation similar provision hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.