Common use of Rule 144A Clause in Contracts

Rule 144A. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 20 contracts

Samples: Resale Registration Rights Agreement, Resale Registration Rights Agreement (Decode Genetics Inc), Registration Rights Agreement (Bedford Property Investors Inc/Md)

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Rule 144A. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, if the Company is no longer required to file reports under the Exchange Act, it will make available upon request to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (Valvoline Inc), Registration Rights Agreement (Valvoline Inc), Registration Rights Agreement (Valvoline Inc)

Rule 144A. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and each of the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 3 contracts

Samples: Resale Registration Rights Agreement (L 3 Communications Holdings Inc), Resale Registration Rights Agreement (L 3 Communications Holdings Inc), Resale Registration Rights Agreement (L 3 Communications Corp)

Rule 144A. In the event Unless the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, each of the Company hereby agrees with each Holderand the Guarantors shall, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 2 contracts

Samples: Registration Rights Agreement (Geo Group Inc), Registration Rights Agreement (Geo Group Inc)

Rule 144A. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstandingoutstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Alphabet Holding Company, Inc.), Registration Rights Agreement (Alphabet Holding Company, Inc.)

Rule 144A. In the event The Company hereby agrees with each Holder, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities the Holders in connection with any sale thereof of Transfer Restricted Securities and any prospective purchaser (identified as such in a written notice to the Company from the Selling Holder) of such Transfer Restricted Securities from such Holder or beneficial ownerSecurities, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 2 contracts

Samples: Registration Rights Agreement (Telegroup Inc), Registration Rights Agreement (American Residential Services Inc)

Rule 144A. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstandingoutstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 2 contracts

Samples: Registration Rights Agreement (Northern Border Pipeline Co), Registration Rights Agreement (Northern Border Pipeline Co)

Rule 144A. In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the The Company hereby agrees with each Holder, for so long as any Note remains Transfer Restricted Securities remain outstandingSecurities, that the Company will, during any period that the Company is not subject to or in compliance with Section 13(a) or 15(d) of the Exchange Act nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) under the Exchange Act, furnish, at its expense, upon request, to make available to any Holder or Holders and beneficial owner owners of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser purchasers of such Transfer Restricted Securities from such Holder or beneficial owner, information satisfying the information required by Rule 144A(d)(4requirements of subsection (d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Registration Rights Agreement (Brown Forman Corp)

Rule 144A. In the event At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Registration Rights Agreement (Clearview Cinema Group Inc)

Rule 144A. In the event the Company is and the Guarantor are not subject to Section 13 or 15(d) of the Exchange Act, the Company and the Guarantor hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Teva Pharmaceutical Finance Bv)

Rule 144A. In the event At any time when the Company is not subject to Section 13 or 15(d) 15 of the Exchange Act, the Company hereby agrees with each Holderthe Plan, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities the Plan in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial ownerthe Plan, the information required by Rule 144A(d)(4) under the Securities Act in order if required to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act, unless such Transfer Restricted Securities are eligible to be sold under Rule 144 under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Sears Holdings Corp)

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Rule 144A. In the event At any time when the Company is not subject to Section 13 or 15(d) 15 of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Unit Corp)

Rule 144A. In the event Unless the Company is not then subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available available, upon request, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Credit Agreement (Massic Tool Mold & Die Inc)

Rule 144A. In the event The Company hereby agrees with each Holder of Transfer Restricted Securities, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, Act within the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstandingtwo-year period following the Closing Date, to make available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Registration Rights Agreement (Weatherford International Inc /New/)

Rule 144A. In the event If the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available available, upon request of any Holder, to any such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Resale Registration Rights Agreement (Bj Services Co)

Rule 144A. In the event the Company is not subject to Section 13 3 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Registration Rights Agreement (First American Financial Corp)

Rule 144A. In The Company and the event Guarantors hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Appears in 1 contract

Samples: Registration Rights Agreement (Key Energy Services Inc)

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