Common use of Rule 144A Information Requirement Clause in Contracts

Rule 144A Information Requirement. For the first year after the issue date of any Additional Securities that are Restricted Securities, and so long as the 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 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any 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 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 Securities or such Common Stock and it will take such further action as any holder or beneficial holder of such 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 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 Securities or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by provide to the provisions of Section 314(a) of the Trust Indenture Act Trustee and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities Notes 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 Securities 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. For Within the first year after period prior to the issue date expiration of any Additional Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted holding period applicable to sales of Securities or any shares of Common Stock issued upon issuable on conversion of Restricted Securities that are “restricted securities” thereof under Rule 144 outstanding144(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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities make available to any holder 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales of the Notes under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities the Notes or any Common Stock issued upon conversion thereof which continue make available to be Restricted Securities such Holder or beneficial holder of Notes or any Common Stock issued upon conversion thereof in connection with any sale thereof and any prospective purchaser of Securities Notes 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 Securities or such Common Stock and it they will take such further action as any holder Holder or beneficial holder of such Securities Notes 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 Securities Notes 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 Securities Notes or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has such Holder and prospective purchaser have complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior --------------------------------- to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities Notes or any Common Stock issued upon conversion thereof thereof, in each case which continue to be Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of Securities Notes 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 Securities Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 Securities Notes or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor provision), the Company covenants and agrees the Issuer covenant and agree that it they shall, during any period in which financial information with respect to it is not subject to provided in accordance with Section 13 or 15(d) under the Exchange Act, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities Notes or any Common Stock issued upon conversion exchange thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Securities 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 Securities Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities Notes 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 Securities Notes or such Common Stock, the Company and the Issuer will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities Notes or any Common Stock issued upon conversion thereof which continue to be Restricted Securities Notes in connection with any sale thereof and any prospective purchaser of Securities Notes 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 Securities Notes or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Securities Notes 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 Securities Notes 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 Securities Notes or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional Securities that are Restricted Securities, and so long as the 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” holding period applicable to sales thereof under Rule 144 outstandingunder 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Debentures or such Common Stock Stock, and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 request of any holder or any beneficial holder of the Securities Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities make available to any holder 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 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 Securities or such Common Applicable Stock and it will take such further action as any holder Holder or beneficial holder of such 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 Securities or Common Applicable 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities holding period applicable to sales of Debentures or any shares of Common Stock issued upon issuable on conversion of Restricted Securities that are “restricted securities” thereof under Rule 144 outstanding144(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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Debentures or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 written request of any holder or any beneficial holder of the Securities Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities Notes or any Common Class A Subordinate Voting Stock issued upon conversion thereof which continue to be either a Restricted Securities Global Note or a Restricted Definitive Note in connection with any sale thereof and any prospective purchaser of Securities Notes or such Common Class A Subordinate Voting 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 Securities Notes or such Common Class A Subordinate Voting Stock and it will take such further action as any holder Holder or beneficial holder of such Securities Notes or such Common Class A Subordinate Voting Stock may reasonably request, all to the extent required from time to time to enable such holder Holder or beneficial holder to sell its Securities Notes or Common Class A Subordinate Voting 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 Securities Notes or such Common Class A Subordinate Voting Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 written request of any holder Holder or any beneficial holder of the 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 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, unless such a statement has been included in the Company's most recent report required to be filed pursuant to Section 13 or 15(d) under the Exchange Act.

Rule 144A Information Requirement. For Until the first year after expiration of the issue date holding period applicable to sales of any Additional Securities that are Restricted 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 so long as the Company issues Additional has removed all restrictive legends on the Securities, including any securities into which Securities that are Restricted Securities and there are any Restricted Securities converted or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingexchanged, 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities make available to any holder 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales of restricted securities under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities Debentures 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 Securities 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 Securities Debentures or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 request of any holder or any beneficial holder of the Securities Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales of the Notes under Rule 144(d) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities the Notes or any Common Stock issued upon conversion thereof which continue make available to be Restricted Securities such Holder or beneficial holder of Notes or any Common Stock issued upon conversion thereof in connection with any sale thereof and any prospective purchaser of Securities Notes 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 Securities or such Common Stock and it they will take such further action as any holder Holder or beneficial holder of such Securities Notes 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 Securities Notes 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 Securities Notes or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has such Holder and prospective purchaser have complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities such Debentures or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 Rule may be amended from time to time. Upon the request of any holder or any beneficial holder of the Securities 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities holding period applicable to sales thereof under Rule 144(k) (or any shares of Common Stock issued upon conversion of Restricted successor provision) under the Securities that are “restricted securities” under Rule 144 outstandingAct, 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities 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 Securities Notes 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 Securities Notes or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such Securities 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 Securities Notes 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 Securities Notes or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(d) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Debentures or such Common Stock Stock, and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 request of any holder or any beneficial holder of the Securities Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Debentures or such Common Stock Stock, and it will take such further action as any holder or beneficial holder of such Securities 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 Securities 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 request of any holder or any beneficial holder of the Securities Debentures or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities holding period applicable to sales of Notes or any shares of Common Stock issued issuable upon conversion of Restricted Securities that are “restricted securities” thereof under Rule 144 outstanding144(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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities Notes 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 Securities Notes or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales of the Notes under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor provision), the Company and each Guarantor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) of the Trust Indenture Act and make available to any holder Holder or beneficial holder of Securities the Notes or any Common Stock issued upon conversion thereof which continue make available to be Restricted Securities such Holder or beneficial holder of Notes or any Common Stock issued upon conversion thereof in connection with any sale thereof and any prospective purchaser of Securities Notes 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 Securities or such Common Stock and it they will take such further action as any holder Holder or beneficial holder of such Securities Notes 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 Securities Notes 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 Securities Notes or such Common Stock, the Company will deliver to such holder Holder a written statement as to whether it has such Holder and prospective purchaser have complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities or any shares of Common Stock issued upon conversion holding period applicable to sales of Restricted Securities that are “restricted securities” under Rule 144 outstanding144(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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities make available to any holder 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 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 Securities or such Common Stock and it will shall take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities, make available to any holder 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 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 Securities or such Common Stock and (ii) it will take such further action as any holder Holder or beneficial holder of such 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 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 such Holder or any such beneficial holder of the 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.

Rule 144A Information Requirement. For During the first year after period beginning on the issue latest date of any Additional Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted original issuance of the 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 outstandingending on Resale Restriction Termination Date (as 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of 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 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 Securities or such Common Stock and it will take such further action as any holder or beneficial holder of such 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 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 Securities or such Common Stock, the Company will deliver to such holder a written statement as to whether it has complied with such requirements.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule l44(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities make available to any holder 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 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 Securities or such Common Stock and it will take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by provide to the provisions of Section 314(a) of the Trust Indenture Act Trustee and make available to any holder or beneficial holder of Securities 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 Securities 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 Securities Notes or such Common Stock and it will take such further action as any holder or beneficial holder of such Securities 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 Securities Notes 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 Securities 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. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(k) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by upon the provisions request of Section 314(a) any Holder or beneficial holder of the Trust Indenture Act and Securities, make available to any holder 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 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 Securities or such Common Stock and (ii) it will take such further action as any holder Holder or beneficial holder of such 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 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 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.

Rule 144A Information Requirement. For Within the first year after period prior to the issue date expiration of any Additional the holding period applicable to sales thereof under Rule 144(d) under the Securities that are Restricted Securities, and so long as the Company issues Additional Securities that are Restricted Securities and there are any Restricted Securities Act (or any shares of Common Stock issued upon conversion of Restricted Securities that are “restricted securities” under Rule 144 outstandingsuccessor 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, file all reports, if any, as would be required by the provisions of Section 314(a) of the Trust Indenture Act and make available to any holder or beneficial holder of 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 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 Securities or such Common Stock Ordinary Shares and it will take such further action as any holder or beneficial holder of such 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 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 may be amended from time to time. Upon the request of any holder or any beneficial holder of the 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.