Common use of Rules 144 and 144A and Regulation S Clause in Contracts

Rules 144 and 144A and Regulation S. To the extent it shall be required to do so under the Exchange Act, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it shall, upon the request of any Investor Party, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time-to-time or any similar rule or regulation hereafter adopted by the SEC), and it shall take such further action as any Investor Party may reasonably request, all to the extent required to enable such Investor Party to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Investor Party, the Company shall deliver to such Investor Party a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. The Company will not issue new certificates or enter any book-entry shares for Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, Rule 144A or Regulation S, or (ii) (x) otherwise permitted under the Securities Act, (y) the holder of such shares has delivered to the Company an opinion of counsel, which opinion and counsel is reasonably satisfactory to the Company, to such effect, and (z) the holder of such shares expressly requests the issuance of such certificates or book-entry shares in writing.

Rules 144 and 144A and Regulation S. To the extent it shall be required to do so under the Exchange Act, the The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it shallwill, upon the request of any Investor PartyHolder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time-to-time to time or any similar rule or regulation hereafter adopted by the SEC), and it shall will take such further action as any Investor Party Holder may reasonably request, all to the extent required from time to time to enable such Investor Party Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Investor PartyHolder, the Company shall will deliver to such Investor Party Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. The Company will not issue new certificates In connection with a sale or enter any book-entry shares for transfer of Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under exempt from Section 5 of the Securities Act or Rule 144through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, Rule 144A or Regulation Sthe Company shall, or (iisubject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) (x) otherwise permitted under the Securities Actin connection therewith, (ya) the holder of such shares has delivered promptly instruct its transfer agent to remove any restrictive legends applicable to the Company an opinion of counsel, which opinion Registrable Securities being sold or transferred and counsel is reasonably satisfactory (b) to the Companyextent required by the transfer agent deliver the necessary legal opinions or instruction letters, as applicable, to such effect, and the transfer agent in connection with the instruction under subclause (z) the holder of such shares expressly requests the issuance of such certificates or book-entry shares in writinga).

Rules 144 and 144A and Regulation S. To the extent it shall be required to do so under the Exchange Act, the (a) The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it shallwill, upon the request of any Investor PartyHolder of Registrable Securities, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules Rules may be amended from time-to-time to time or any similar rule or regulation hereafter adopted by the SEC), and it shall will take such further action as any Investor Party Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Investor Party Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule Rules 144, Rule 144A or Regulation S under the Securities Act, as such rules Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Investor PartyHolder of Registrable Securities, the Company shall will deliver to such Investor Party Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. The . (b) If requested, the Company will not issue new certificates or enter any book-entry shares for shall cooperate with the Holders of Registrable Securities without a legend restricting further transfer unless (ior securities that would be Registrable Securities but are eligible to be sold under Rule 144) to facilitate the timely preparation and delivery of certificates representing such shares have been sold Registrable Securities and not bearing any restrictive legends (including the delivery of any required opinions to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, Rule 144A or Regulation S, or (ii) (x) otherwise permitted under the Securities Act, (y) the holder of such shares has delivered to the Company an opinion of counsel, which opinion and counsel is reasonably satisfactory to the Company, to such effect, and (z) the holder of such shares expressly requests the issuance of such certificates or book-entry shares in writingapplicable transfer agent).

Rules 144 and 144A and Regulation S. To the extent it shall be required to do so under the Exchange Act, the The Company shall use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it shallwill, upon the request of any Investor PartyHolder of Registrable Securities, use reasonable best efforts to make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time-to-time to time or any similar rule or regulation hereafter adopted by the SEC), provided, however, that the Company shall not be required to make any Adverse Disclosure; and it shall will use reasonable best efforts to take such further action as any Investor Party the Holders may reasonably request, all to the extent required from time to time to enable such Investor Party the Holders to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule Rules 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any Investor Partythe Holders, the Company shall will deliver to such Investor Party a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. The Company will not issue new certificates or enter any book-entry shares for Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, Rule 144A or Regulation S, or (ii) (x) otherwise permitted under the Securities Act, (y) the holder of such shares has delivered to the Company an opinion of counsel, which opinion and counsel is reasonably satisfactory to the Company, to such effect, and (z) the holder of such shares expressly requests the issuance of such certificates or book-entry shares in writing.

Rules 144 and 144A and Regulation S. To the extent it shall be required to do so under the Exchange Act, the The Company shall use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it shallwill, upon the request of any Investor PartyHolder of Registrable Securities, use reasonable best efforts to make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or C-27 Regulation S under the Securities Act, as such rules may be amended from time-to-time to time or any similar rule or regulation hereafter adopted by the SEC), provided, however, that the Company shall not be required to make any Adverse Disclosure; and it shall will use reasonable best efforts to take such further action as any Investor Party the Holders may reasonably request, all to the extent required from time to time to enable such Investor Party the Holders to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule Rules 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any Investor Partythe Holders, the Company shall will deliver to such Investor Party a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. The Company will not issue new certificates or enter any book-entry shares for Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, Rule 144A or Regulation S, or (ii) (x) otherwise permitted under the Securities Act, (y) the holder of such shares has delivered to the Company an opinion of counsel, which opinion and counsel is reasonably satisfactory to the Company, to such effect, and (z) the holder of such shares expressly requests the issuance of such certificates or book-entry shares in writing.

Rules 144 and 144A and Regulation S. To the extent it shall be required to do so under the Exchange Act, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it shall, upon the request of any Investor Party, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time-to-time or any similar rule or regulation hereafter adopted by the SEC), and it shall take such further action as any Investor Party may reasonably request, all to the extent required to enable such Investor Party to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of the any Investor Party, the Company shall deliver to such Investor Party a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. The Company will not issue new certificates or enter any book-entry shares for Registrable Securities without a legend restricting further transfer unless (i) such shares have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, Rule 144A or Regulation S, or (ii) (x) otherwise permitted under the Securities Act, (y) the holder of such shares has delivered to the Company an opinion of counsel, which opinion and counsel is reasonably satisfactory to the Company, to such effect, and (z) the holder of such shares expressly requests the issuance of such certificates or book-entry shares in writing.