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

RULE 144A AND RULE 144. The 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 Issuer or any Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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 subject to Section 13 or 15(d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Melco Crown (COD) Hotels LTD)

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RULE 144A AND RULE 144. The Issuer Company and each the Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer Company or any the Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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) ii is subject to Section 13 or 15(d15 (d) of the Exchange Act, to use their respective 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Laralev Inc)

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

Appears in 1 contract

Samples: Registration Rights Agreement (Iron Mountain Inc)

RULE 144A AND RULE 144. The Issuer Issuers and each Subsidiary Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer Issuers or any such Subsidiary Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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 subject to Section 13 or 15(d15 (d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Leviathan Finance Corp)

RULE 144A AND RULE 144. The Issuer and each Guarantor Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer or any Guarantor Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to use commercially reasonable efforts to make available, upon reasonable 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; 144A under the Act, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to use commercially reasonable efforts to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144144 and Rule 144A under the Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Prudential Financial Inc)

RULE 144A AND RULE 144. The Issuer Company and each Guarantor agrees Guarantor, if any, agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer Company or any Guarantor such Guarantor, if any, (i) is not subject to Section 13 or 15(d) of the Exchange 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 subject to Section 13 or 15(d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Cole National Group Inc)

RULE 144A AND RULE 144. The Issuer Issuers and each Subsidiary Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer Company or any such Subsidiary Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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 subject to Section 13 or 15(d15 (d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (National Crane Corp)

RULE 144A AND RULE 144. The Issuer 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 Issuer Company or any such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make availableavailable within a reasonable period of time, upon written 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 subject to Section 13 or 15(d15 (d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Allotech International Inc)

RULE 144A AND RULE 144. The Issuer Company and each the Guarantor agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer Company or any the Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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 subject to Section 13 or 15(d15 (d) of the Exchange Act, to use all 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Xm Satellite Radio Holdings Inc)

RULE 144A AND RULE 144. The Issuer 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 Issuer Company or any such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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 subject to Section 13 or 15(d) of the Exchange Act, to 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Interactive Voice Media (Sacramento) Corp.)

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RULE 144A AND RULE 144. The Issuer Each of the Company and each Guarantor the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and (a) during any period in which the Issuer Company or any such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange 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 Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A; 144A under the Securities Act, and (iib) during any period in which the Company or such Guarantor is subject to Section 13 or 15(d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (American Renal Associates LLC)

RULE 144A AND RULE 144. The Issuer and each Guarantor Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer or any Guarantor Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, available 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, any information as such Holder or beneficial ownermay reasonably request in writing (including, the without limitation, information required by paragraph (d)(4) of Rule 144A(d)(4144A and making such representations as any such Holder may reasonably request) under the Securities Act in order to permit resales of such Transfer Restricted Securities without registration under the Securities Act pursuant to Rule 144A; 144A and (ii) is subject to Section 13 or 15(d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Alaska Communications Systems Group Inc)

RULE 144A AND RULE 144. The Issuer Issuers and each Guarantor the Guarantors agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Issuer Issuers or any Guarantor the Guarantors (i) is not subject to Section 13 or 15(d) of the Exchange 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; 144A under the Act, and (ii) is subject to Section 13 or 15(d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (LNT Leasing II, LLC)

RULE 144A AND RULE 144. The 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 Issuer or any Guarantor (ia) is not subject to Section 13 or 15(d) of the Exchange Act, to use commercially reasonable efforts 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 (iib) is subject to Section 13 or 15(d) of the Exchange Act, to use commercially reasonable 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Cedar Brakes Ii LLC)

RULE 144A AND RULE 144. The Issuer 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 Issuer Issuers or any such Guarantor (i) is is/are not subject to Section 13 or 15(d) of the Exchange 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 is/are subject to Section 13 or 15(d) of the Exchange 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Interactive Health, Inc.)

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