Common use of RULE 144A AND RULE 144 Clause in Contracts

RULE 144A AND RULE 144. The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5), to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5), to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless unless, in the case of a Guarantor, exempt therefrom pursuant to Rule 12h-512-h-5), to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d15 (d) of the Exchange Act (or unless, in the case of a Guarantor, exempt therefrom pursuant to Rule 12h-5), to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5), to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5), to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company Issuers and each Guarantor agrees the Guarantors agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company Issuers or such Guarantor the Guarantors (i) is are not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A144A under the Act, and (ii) is are subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees the Guarantors agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor the Guarantors (i) is are not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A144A under the Securities Act, and (ii) is are subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor (if any) agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (if any) (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company Each Issuer and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company such Issuer or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant Act, to Rule 12h-5), use its reasonable best efforts to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees Parent hereby agree, and the Company shall cause the Guarantors to agree, with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company Company, Parent or such any Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of available to any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant Act, to Rule 12h-5), use its reasonable best efforts to make all filings required thereby thereby, if any, in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Fincx xxx the Company and each Guarantor agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which Fincx xxx/or the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, subject to Section 4.6 of the Indenture, and (ii) is subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144, subject to Section 2.6 of the Indenture.

RULE 144A AND RULE 144. The Company and each Guarantor agrees the Guarantors, jointly and severally, agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor the Guarantors (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A144A under the Act, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (ia) is not subject to Section 13 or 15(d) of the Exchange Act, or no longer files reports required to be filed under Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant as if the Company were required to Rule 12h-5)file such reports, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (iib) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, subject to Section 4.6 of the Indenture, and (ii) is subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144, subject to Section 4.6 of the Indenture.

RULE 144A AND RULE 144. The Company and each Guarantor hereby agrees with each Holder, for so long as any Transfer Restricted Securities Senior PIK Notes remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Securities Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any HolderHolder of Transfer Restricted Senior PIK Notes, to such any Holder or beneficial owner of Transfer Restricted Securities Senior PIK Notes in connection with any sale thereof and any prospective purchaser holder of such Transfer Restricted Securities Senior PIK Notes designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities Senior PIK Notes pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company Issuers and each Subsidiary Guarantor agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) whether or not either of the Issuers or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) during any period in which either of the Issuers or such Subsidiary Guarantor is subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Escrow Issuer (and, after the Merger, the Company and each Guarantor agrees the Guarantors) agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Escrow Issuer (and, after the Merger, the Company or such Guarantor the Guarantors) (i) is are not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is are subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Finco and the Company and each Guarantor agrees agree with each Holder, for so long as any Transfer anx Xxxnsfer Restricted Securities remain outstanding and during any period in which Finco and/or the Company or such Guarantor (i) is not subject to Section 13 or 15(d15(x) of xf the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, subject to Section 4.6 of the Indenture, and (ii) is subject to Section 13 or 15(d15 (d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144, subject to Section 2.6 of the Indenture.

RULE 144A AND RULE 144. The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, or no longer files reports required to be filed under Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant as if the Company were required to Rule 12h-5)file such reports, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

RULE 144A AND RULE 144. The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act (unless exempt therefrom pursuant to Rule 12h-5)within the two-year period following the Closing Date, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act (or exempt therefrom pursuant to Rule 12h-5)Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.