Common use of Rule 144A Information Requirement and Annual Reports Clause in Contracts

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock pursuant to Rule 144A. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) At For as long as any Notes are outstanding hereunder, at any time that the Company or any Subsidiary Guarantor is not subject to Section Sections 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable issued upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock pursuant to Rule 144A. The 144A under the Securities Act. For as long as any Notes are outstanding hereunder, the Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and will, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of Common Stock pursuant to Rule 144A. At any time any Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, such Guarantor shall, so long as any of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock pursuant to Rule 144A. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time.144A.

Rule 144A Information Requirement and Annual Reports. (a) The Company covenants to comply with Section 314(a) of the Trust Indenture Act insofar as it relates to information, documentations, and other reports which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock Shares issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock Shares issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock Shares pursuant to Rule 144A. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock Shares may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock Shares in accordance with Rule 144A, as such rule may be amended from time to time.. ​

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes Notes, any ADSs deliverable upon conversion thereof or (solely any Class A Ordinary Shares underlying, or in the case of the Company) any shares of Common Stock issuable lieu of, ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or the ADSs (solely or Class A Ordinary Shares in the case of the Companylieu thereof) any shares of Common Stock issuable deliverable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock ADSs (or Class A Ordinary Shares in lieu thereof) pursuant to Rule 144A. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or such ADSs (solely or Class A Ordinary Shares in the case of the Companylieu thereof) such Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock ADSs (or ​ Class A Ordinary Shares in lieu thereof) in accordance with Rule 144A, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes Notes, any ADSs deliverable upon conversion thereof or (solely any Ordinary Shares underlying, or in the case of the Company) any shares of Common Stock issuable lieu of, ADSs deliverable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or the ADSs (solely or Ordinary Shares in the case of the Companylieu thereof) any shares of Common Stock issuable deliverable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock ADSs (or Ordinary Shares in lieu thereof) pursuant to Rule 144A. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or such ADSs (solely or Ordinary Shares in the case of the Companylieu thereof) such Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock ADSs (or Ordinary Shares in lieu thereof) in accordance with Rule 144A, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) At If, at any time that the Company or any Subsidiary Guarantor time, Holdings is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary GuarantorIssuer shall (with the cooperation of Holdings, as the case may be, shallwhere required), so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion exchange thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to upon the Trustee and, upon written request, request of any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion the exchange of such the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such the Notes or such shares of Common Stock pursuant to Rule 144A. 144A, as such rule may be amended from time to time. The Company Issuer shall (and each Subsidiary Guarantor shall with the cooperation of Holdings, where required) take such further action as any Holder or beneficial owner of such the Notes or (solely in the case any shares of Common Stock issuable upon exchange of the Company) such Common Stock Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such the Notes or such any shares of Common Stock issuable upon exchange of the Notes in accordance with Rule 144A, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) The Company covenants to comply with Section 314(a) of the Trust Indenture Act insofar as it relates to information, documentations, and other reports which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock Shares issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock Shares issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock Shares pursuant to Rule 144A. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock Shares may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock Shares in accordance with Rule 144A, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock pursuant to Rule 144A. The Company and each Subsidiary At any time the Guarantor shall take such further action is not subject to Section 13 or 15(d) of the Exchange Act, the Guarantor shall, so long as any Holder or of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or (solely in the case of the Company) such Common Stock may reasonably request pursuant to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time.144A.

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock pursuant to Rule 144A. 144A; provided that the Company shall be under no obligation to provide information or facilitate resales of the Notes if such “restricted securities” can be freely resold under Rule 144 by Holders other than the Company’s Affiliates (or Holders that were the Company’s Affiliates at any time during the three months immediately preceding), the restrictive legend on the Notes has been removed in accordance with Section 2.05(c), and the Notes are assigned an unrestricted CUSIP. The Company and each Subsidiary Guarantor shall take such further action as any Holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or such shares of Common Stock in accordance with Rule 144A, as such rule may be amended from time to time.

Rule 144A Information Requirement and Annual Reports. (a) At any time that the Company or any Subsidiary Guarantor is not subject to Section Sections 13 or 15(d) of the Exchange Act, the Company or such Subsidiary Guarantor, as the case may be, shall, so long as any of the Notes or (solely in the case of the Company) any shares of Common Stock Shares issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee andand shall, upon written request, provide to any Holderholder, beneficial owner or prospective purchaser of such Notes or (solely in the case of the Company) any shares of Common Stock issuable Shares issued upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock Shares pursuant to Rule 144A. 144A under the Securities Act. The Company and each Subsidiary Guarantor shall take such further action as any Holder holder or beneficial owner of such Notes or (solely in the case of the Company) such Common Stock Shares may reasonably request to the extent required from time to time required to enable such Holder holder or beneficial owner holder to sell such Notes or such shares of Common Stock Shares in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time, if the Notes and Common Shares are not freely tradable under Rule 144 by non-affiliates of the Company.