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

Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Class C Capital 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 any shares of Class C Capital 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 Class C Capital Stock pursuant to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Notes or such Class C Capital Stock may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or shares of Class C Capital Stock in accordance with Rule 144A, as such rule may be amended from time to time.

Appears in 3 contracts

Samples: Indenture (Zillow Group, Inc.), Indenture (Zillow Group, Inc.), Indenture (Zillow Group, Inc.)

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Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Class C Capital 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 the Trustee, any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Class C Capital 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 Class C Capital Common Stock pursuant to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Notes or such Class C Capital Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or shares of Class C Capital Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time.

Appears in 3 contracts

Samples: Indenture (Infinera Corp), Indenture (INFINERA Corp), Indenture (Infinera Corp)

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Rule 144A Information Requirement and Annual Reports. (a) At any time the Company is not subject to Section Sections 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Class C Capital Common Stock issuable issued 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 any shares of Class C Capital 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 Class C Capital Common Stock pursuant to Rule 144A. 144A under the Securities Act. The Company shall take such further action as any Holder or beneficial owner of such Notes or such Class C Capital Common Stock may reasonably request to the extent required from time to time required to enable such Holder or beneficial owner to sell such Notes or shares of Class C Capital Common Stock in accordance with Rule 144A144A under the Securities Act, as such rule may be amended from time to time.

Appears in 1 contract

Samples: Indenture (Vishay Intertechnology Inc)

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