Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest Sample Clauses

Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest. (a) For as long as any Notes are outstanding hereunder, (i) the Company shall, and (ii) for so long as any shares of Common Stock deliverable upon exchange of the Notes shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Pubco shall, in each case, furnish to the Trustee and shall, upon written request, furnish to any Holder, beneficial owner or prospective purchaser of such Notes or any shares of Common Stock deliverable upon exchange of such Notes, the information with respect to itself 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, as the case may be, pursuant to Rule 144A (as such rule may be amended from time to time); provided that any such information relating to the Company or Pubco, as the case may be, shall be deemed to be furnished to the Trustee and such Holders, beneficial owners or prospective purchasers if during the preceding 12 months Pubco has filed (i) an Annual Information Form, annual audited consolidated financial statements and annual management’s discussion and analysis or other report or filing prepared in accordance with Canadian securities laws on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or (ii) an Annual Report on Form 10-K or other report or filing (which may include a registration statement) prepared in accordance with the requirements of the Commission, in each case containing information regarding the Company and Pubco of the nature and type contemplated by Rule 144A(d)(4) under the Securities Act (which, after the Restructuring, shall be deemed satisfied with respect to information regarding the Company so long as (x) such report or filing contains such required information relating to Pubco and (y) the combined or consolidated financial statements of Pubco included in such report or filing consolidate or otherwise include the accounts of the Company and its consolidated Subsidiaries, and explain in reasonable detail any differences between the information relating to Pubco, on the one hand, and the information relating to the Company, on the other hand). (b) After the Restructuring, the Company shall furnish to the Trustee within 15 days after the same are required to be filed with the Commission (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), co...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs

Related to Rule 144A Information Requirement; Reporting; and Registration Default Additional Interest

  • Rule 144A Information Requirement and Annual Reports 27 Section 4.07. Stay, Extension and Usury Laws 29 Section 4.08. Compliance Certificate; Statements as to Defaults 29 Section 4.09. Further Instruments and Acts 29

  • Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

  • 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 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 without cost to the Trustee and, upon written request, 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. (b) The Company shall deliver to the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto)). Notwithstanding the foregoing, the Company shall in no event be required to deliver to, or otherwise provide or disclose to, the Trustee or any Holder any information for which the Company is requesting (assuming such request has not been denied), or has received, confidential treatment from the Commission, or any correspondence with the Commission. Any such document or report that the Company files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be delivered to the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the XXXXX system (or such successor); provided that the Trustee shall have no obligation to determine whether such documents or reports have been filed via the XXXXX system. (c) Delivery of the reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!