Common use of Rule 145 Clause in Contracts

Rule 145. The Company covenants that it will, for a period beginning upon the first anniversary of the Effective Time and ending upon the second anniversary of the Effective Time, file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as the Holders may reasonably request to the extent required from time to time to enable the Holders to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 145 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements. If any Holder proposes to sell Registrable Shares pursuant to Rule 145, the Company shall cooperate with such Holder to enable such sale to be made in accordance with applicable laws, rules and regulations, the requirements of the Company’s transfer agent, and the reasonable requirements of the broker, if any, through which the sales are proposed to be executed.

Appears in 3 contracts

Samples: Registration Rights Agreement (Frontier Oil Corp /New/), Registration Rights Agreement (Frontier Oil Corp /New/), Agreement and Plan of Merger (Frontier Oil Corp /New/)

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Rule 145. The Company covenants that it will, for a period beginning upon the first anniversary of the Effective Time Closing and ending upon the second anniversary of the Effective TimeClosing, file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as the Holders may reasonably request to the extent required from time to time to enable the Holders to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 145 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements. If any Holder proposes to sell Registrable Shares pursuant to Rule 145, the Company shall cooperate with such Holder to enable such sale to be made in accordance with applicable laws, rules and regulations, the requirements of the Company’s 's transfer agent, and the reasonable requirements of the broker, if any, through which the sales are proposed to be executed.

Appears in 2 contracts

Samples: Registration Rights Agreement (Conagra Inc /De/), Registration Rights Agreement (International Home Foods Inc)

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Rule 145. The Company covenants that it will, for a period beginning upon the first anniversary of the Effective Time and ending upon the second anniversary of the Effective Time, file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as the Holders may reasonably request to the extent required from time to time to enable the Holders to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 145 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements. If any Holder proposes to sell Registrable Shares pursuant to Rule 145, the Company shall cooperate with such Holder to enable such sale to be made in accordance with applicable laws, rules and regulations, the requirements of the Company’s 's transfer agent, and the reasonable requirements of the broker, if any, through which the sales are proposed to be executed.

Appears in 1 contract

Samples: Registration Rights Agreement (Holly Corp)

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