Common use of Rule 144A Clause in Contracts

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud anti‑fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e) 10 will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e6(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall will promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following publicly available information: (i) a brief statement of the nature of the business of the Company and any subsidiaries Subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for such part of the two (2) most recent preceding fiscal years prior to such request as the Company has been in operation (such financial information shall will be audited, to the extent reasonably available); and (iii) such other publicly available information about the Company, any subsidiariesSubsidiaries, and their business, financial condition condition, and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request Warrants requests in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud antifraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities Warrants or Warrant Shares from such Holder that the information provided by the Company pursuant to this Section 8(e) will, as of their dates, 2.j. will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any a Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offereach of them offers; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting such Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder the Holders and any prospective purchaser of Registrable Securities from such a Holder that the information provided by the Company pursuant to this Section 8(e) 8 will, as of their datesthe dates of such information, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any a Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offereach of them offers; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting such Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder the Holders and any prospective purchaser of Registrable Securities from such a Holder that the information provided by the Company pursuant to this Section 8(e) 7 will, as of their datesthe dates of such information, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) i. a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) . the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) . such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e7(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holderholder, the Company shall promptly provide (but in any case within fifteen (15) calendar 15 days of a request) to such Holder holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder holder and any prospective purchaser of Registrable Securities from such Holder holder that the information provided by the Company pursuant to this Section 8(e) 10 will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e5(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e9(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holderholder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder holder and any prospective purchaser of Registrable Securities from such Holder holder that the information provided by the Company pursuant to this Section 8(e) 10 will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the written request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (i) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; (ii) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iii) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e) will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: : (i) a a)a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offer; ; (ii) the b)the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and and (iii) such c)such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud anti‑fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities from such Holder that the information provided by the Company pursuant to this Section 8(e) 10 will, as of their dates, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities a Warrant or Warrant Shares designated by a Holder, the Company shall will promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries Subsidiaries and the products and services they offer; ; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for such part of the two (2) most recent preceding fiscal years prior to such request as the Company has been in operation (such financial information shall will be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiariesSubsidiaries, and their business, financial condition condition, and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request Warrants requests in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud antifraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities Warrants or Warrant Shares from such Holder that the information provided by the Company pursuant to this Section 8(e) will, as of their dates, 7.10 will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any Holder of Registrable Securities or any prospective purchaser of Registrable Securities a Warrant or Warrant Shares designated by a Holder, the Company shall will promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries Subsidiaries and the products and services they offer; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for such part of the two (2) most recent preceding fiscal years prior to such request as the Company has been in operation (such financial information shall will be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiariesSubsidiaries, and their business, financial condition condition, and results of operations as the requesting Holder or purchaser of such Registrable Securities shall reasonably request Warrants requests in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud antifraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder and any prospective purchaser of Registrable Securities Warrants or Warrant Shares from such Holder that the information provided by the Company pursuant to this Section 8(e) will, as of their dates, 7.10 will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

Rule 144A. The Company agrees that, upon the request of any a Holder of Registrable Securities or --------- any prospective purchaser of Registrable Securities designated by a Holder, the Company shall promptly provide (but in any case within fifteen (15) calendar days of a request) to such Holder or potential purchaser, the following information: (ia) a brief statement of the nature of the business of the Company and any subsidiaries and the products and services they offereach of them offers; (iib) the most recent consolidated balance sheets and profit and losses and retained earnings statements, and similar financial statements of the Company for the two (2) most recent fiscal years (such financial information shall be audited, to the extent reasonably available); and (iiic) such other information about the Company, any subsidiaries, and their business, financial condition and results of operations as the requesting such Holder or purchaser of such Registrable Securities shall reasonably request in order to comply with Rule 144A, as amended, and in connection therewith the anti-fraud provisions of the federal and state securities laws. The Company hereby represents and warrants to any such requesting Holder the Holders and any prospective purchaser of Registrable Securities from such a Holder that the information provided by the Company pursuant to this Section 8(e) 8 will, as of their datesthe --------- dates of such information, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.