Common use of Rule 144A Information Requirement Clause in Contracts

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within For the period prior to first year after the expiration issue date of any Additional Securities that are Restricted Securities, and so long as the holding period applicable to sales thereof Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144(k) under the Securities Act (or any successor provision)144 outstanding, the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to file all reports, if any, as would be required by the Trustee provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Notes Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes Securities or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales of Securities or any Common Stock issuable on conversion thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder Holder or beneficial holder of Notes Securityholder or any such Common Stock issued upon conversion thereof Stock, in each case which continue to be Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser Purchasers of Notes Securities or such Common Stock designated by from such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder Holder or beneficial holder of the Notes Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which continue to be Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales of Securities or any Common Stock issuable on conversion thereof under Rule 144(k) 144 under the Securities Act (or any successor provision), each of Parent and the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder Holder or beneficial holder Holder of Notes such Securities or any such Common Stock issued upon conversion thereof Stock, in each case which continue to be Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser purchasers of Notes Securities or such Common Stock designated by from such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder Holder or beneficial holder of the Notes Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. 144A. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, Parent or the Company Company, as applicable, will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only .” (r) Section 5.10 shall be amended and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (restated in full as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).follows:

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales of Debentures or any Common Stock issuable on conversion thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Debentureholder or any such Common Stock issued upon conversion thereof Stock, in each case which continue to be Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser Purchasers of Notes Debentures or such Common Stock designated by from such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the written request of any holder or beneficial holder of the Notes Debentures or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes Debentures or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes Debentures or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule rule may be amended from time to time. Upon the written request of any holder or any beneficial holder of the Notes Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities make available to such Holder or beneficial holder of Securities or any Common Applicable Stock issued upon conversion thereof which continue to be Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Applicable Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Applicable Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Applicable Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Applicable Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Applicable Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(kl44(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(dl5(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4144A(d) (4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that (i) it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities, make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, holder the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and (ii) it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder such Holder or any such beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder Holder or beneficial holder of Notes Securities or any Common Stock issued upon conversion thereof which continue to be Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder Holder or beneficial holder of the Notes Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of , unless such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including a statement has been included in the Company’s compliance with any of its covenants hereunder (as 's most recent report required to which be filed pursuant to Section 13 or 15(d) under the Trustee is entitled to rely exclusively on Officers’ Certificates)Exchange Act.

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that (i) it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities, make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, holder the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and (ii) it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Debentures or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Debentures or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder Debentureholder or beneficial holder of the Notes Debentures or such Common Stock Stock, and it will take such further action as any holder or beneficial holder of such Notes Debentures or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes Debentures or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Debentures or any Common Stock issued upon conversion conversion, redemption or repurchase thereof which continue to be Restricted Securities in connection with any sale thereof thereof, and any prospective purchaser of Notes such Debentures or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes such Debentures or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes Debentures or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes such Debentures or such Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes such Debentures or such Common Stock, the Company will deliver to such holder or beneficial holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k144(d) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Debentures or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Debentures or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder Debentureholder or beneficial holder of the Notes Debentures or such Common Stock Stock, and it will take such further action as any holder or beneficial holder of such Notes Debentures or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes Debentures or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to Until the expiration of the holding period applicable to sales thereof of the Securities, including any securities into which Securities are converted or exchanged, under Rule 144(k) under the Securities Act (or any successor provision), and the Company has removed all restrictive legends on the Securities, including any securities into which Securities are converted or exchanged, the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Debentures or any Common Stock issued upon conversion or repurchase thereof which continue to be Restricted Securities in connection with any sale thereof thereof, and any prospective purchaser of Notes such Debentures or such Common Stock designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes such Debentures or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes Debentures or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes such Debentures or such Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes such Debentures or such Common Stock, the Company will deliver to such holder or beneficial holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder Holder or beneficial holder of Notes Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder Holder or beneficial holder of the Notes Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which continue to be Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k144(d) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Securities or any Common Stock Ordinary Shares issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock Ordinary Shares designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes Securities or such Common Stock Ordinary Shares and it will take such further action as any holder or beneficial holder of such Notes Securities or such Common Stock Ordinary Shares may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes Securities or Common Stock Ordinary Shares without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes Securities or such Common StockOrdinary Shares, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within During the period prior to beginning on the expiration latest date of the holding period applicable to sales thereof under Rule 144(k) under original issuance of the Securities Act and ending on Resale Restriction Termination Date (or any successor provisionas defined in the legend set forth in Section 202), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to the Trustee and make available to any holder or beneficial holder of Notes Securities or any Common Stock issued upon conversion thereof which continue to be Restricted Securities restricted securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by from such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes Securities or such Common Stock and it will take such further action as any holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).

Rule 144A Information Requirement. Within the period prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, provide to upon the Trustee and make available to request of any holder Holder or beneficial holder of Notes the Securities make available to such Holder or beneficial holder of Securities or any Common Stock issued upon conversion thereof which that continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes Securities or such Common Stock designated by such holder Holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes or such Common Stock and it will shall take such further action as any holder Holder or beneficial holder of such Notes Securities or such Common Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Notes Securities or Common Stock without registration under the Securities Act within the limitation of the exemption provided by Rule 144A, as such Rule may be amended from time to time. Upon the request of any holder Holder or any beneficial holder of the Notes Securities or such Common Stock, the Company will shall deliver to such holder Holder a written statement as to whether it has complied with such requirements. Delivery of such information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 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 rely exclusively on Officers’ Certificates).