Common use of Rules 144 and 144A Clause in Contracts

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 43 contracts

Samples: Registration Rights Agreement (Matador Resources Co), Registration Rights Agreement (Matador Resources Co), Registration Rights Agreement (Bill Barrett Corp)

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Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 27 contracts

Samples: Registration Rights Agreement (Kodiak Oil & Gas Corp), Registration Rights Agreement (Rockwood Specialties Group Inc), Registration Rights Agreement (Kodiak Oil & Gas Corp)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 25 contracts

Samples: Registration Rights Agreement (Callon Petroleum Co), Registration Rights Agreement (AEP Texas Inc.), Registration Rights Agreement (Appalachian Power Co)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A under the Securities Act (including the requirements of Rule 144A(d)(4)) under the Securities Act). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActAct or take any such actions after the Securities no longer constitute Transfer Restricted Securities.

Appears in 24 contracts

Samples: Registration Rights Agreement (Cheniere Energy, Inc.), Registration Rights Agreement (Cheniere Energy Partners, L.P.), Registration Rights Agreement (Sabine Pass Liquefaction, LLC)

Rules 144 and 144A. The So long as it is required to do so by the Indenture, the Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 15 contracts

Samples: Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 9 contracts

Samples: Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD), Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD), Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 8 contracts

Samples: Registration Rights Agreement (RSP Permian, Inc.), Registration Rights Agreement (Oil States International, Inc), Registration Rights Agreement (HSBC Finance Corp)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 8 contracts

Samples: Registration Rights Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.), Registration Rights Agreement (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.), Registration Rights Agreement (RenPac Holdings Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (Terremark Worldwide Inc.), Registration Rights Agreement (Terremark Worldwide Inc.), Registration Rights Agreement (Petroquest Energy Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time during the Shelf Registration Period the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (Goodrich Petroleum Corp), Registration Rights Agreement (Chesapeake Energy Corp), Registration Rights Agreement (Goodrich Petroleum Corp)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Offered Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Offered Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Offered Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Offered Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Offered Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (Harbinger Group Inc.)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The To the extent not available on XXXXX, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 5 contracts

Samples: Registration Rights Agreement (Diamondback Energy, Inc.), Registration Rights Agreement (Diamondback Energy, Inc.), Registration Rights Agreement (Gulfport Energy Corp)

Rules 144 and 144A. The Company shall use its all commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 5 contracts

Samples: Registration Rights Agreement (H&E Equipment Services, Inc.), Registration Rights Agreement (H&E Equipment Services, Inc.), Registration Rights Agreement (Hercules Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Community Health Systems Inc), Registration Rights Agreement (Community Health Systems Inc), Registration Rights Agreement (Community Health Systems Inc)

Rules 144 and 144A. The Company shall use its all commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Isle of Capri Casinos Inc), Registration Rights Agreement (Isle of Capri Casinos Inc), Registration Rights Agreement (Isle of Capri Casinos Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Tw Telecom Inc.), Registration Rights Agreement (Tw Telecom Inc.), Registration Rights Agreement (Tw Telecom Inc.)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 4 contracts

Samples: Registration Rights Agreement (Aon PLC), Registration Rights Agreement (Aon PLC), Registration Rights Agreement (Discover Financial Services)

Rules 144 and 144A. The Company and the Guarantors shall use its their reasonable best efforts to file the reports required to be filed by it the Company under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it the Company and the Guarantors will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants and the Guarantors covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company and the Guarantors, as applicable, shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement (Novelis Inc.), Registration Rights Agreement (Novelis Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Teco Energy Inc), Registration Rights Agreement (Teco Energy Inc), Registration Rights Agreement (Fairchild Semiconductor International Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (DR Sales Inc), Registration Rights Agreement (Fairchild Semiconductor International Inc), Registration Rights Agreement (Intersil Holding Co)

Rules 144 and 144A. The Company Issuers shall use its their commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuers will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuers by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuers shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (iPCS, INC), Registration Rights Agreement (iPCS, INC), Registration Rights Agreement (Ipcs Inc)

Rules 144 and 144A. The Company Issuer shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Issuer is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuer will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuer shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.), Registration Rights Agreement (Consolidated Communications Holdings, Inc.), Registration Rights Agreement (Consolidated Communications Holdings, Inc.)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)), unless PBF is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect. The To the extent not available on XXXXX, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company PBF by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (PBF Energy Co LLC), Registration Rights Agreement (PBF Holding Co LLC), Registration Rights Agreement (PBF Energy Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 3 contracts

Samples: Registration Rights Agreement (Pantry Inc), Registration Rights Agreement (Reliant Software, Inc.), Registration Rights Agreement (Community Choice Financial Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such commercially reasonable further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Outerwall Inc), Registration Rights Agreement (Coinstar Inc)

Rules 144 and 144A. The Company Obligors shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Obligors are not required to file such reports, it they will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants Obligors covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Obligors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Obligors by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Obligors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.this

Appears in 2 contracts

Samples: Registration Rights Agreement (Inmarsat Launch CO LTD), Registration Rights Agreement (Inmarsat Launch CO LTD)

Rules 144 and 144A. The Company Issuer shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Issuer is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their its securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuer will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes (or Private Exchange Securities) identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company Issuer shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Winstar Communications Inc), Registration Rights Agreement (Winstar Communications Inc)

Rules 144 and 144A. The Company and the Trust shall use its reasonable their best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company or the Trust is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A of the Securities Act, or any successor regulation or statute thereto. The Company covenants and the Trust covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company and the Trust will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company or the Trust by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company and the Trust shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Trust to register any of its their securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Calpine Corp), Registration Rights Agreement (Calpine Corp)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A under the Securities Act (including the requirements of Rule 144A(d)(4)) under the Securities Act). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActAct or take any such actions after the Securities no longer constitute Transfer Restricted Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Baxter International Inc), Registration Rights Agreement (Baxter International Inc)

Rules 144 and 144A. The Company Issuers shall use its their commercially reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it they will, upon the reasonable request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuers will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company Issuers by the Initial Purchasers upon request. Upon the reasonable request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company Issuers shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.), Registration Rights Agreement (RSC Holdings Inc.)

Rules 144 and 144A. The Company Companies shall use its their reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if manner. If at any time the Company is Companies are not required to file such reports, it they will, upon the request of any Holder or beneficial owner of Initial Registrable Securities, make publicly available such other information so long as required by Rule 144(d)(4) under the Securities Act necessary to permit sales of their securities pursuant to Rules 144 and Rule 144A. The Company covenants Companies covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Companies will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Companies by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Companies shall deliver to such Holder a written statement as to whether it has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company Companies to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Actuant Corp), Registration Rights Agreement (Actuant Corp)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the reasonable request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (PRECISION DRILLING Corp), Registration Rights Agreement (PRECISION DRILLING Corp)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Exchange and Registration Rights Agreement (Cincinnati Bell Inc), Exchange and Registration Rights Agreement (Cincinnati Bell Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Representative upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (American Express Co), Registration Rights Agreement (American Express Co)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The To the extent not available on the Commission’s XXXXX system, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Purchase Agreement (Dynegy Inc.), Registration Rights Agreement (Dynegy Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities Transfer Restricted Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Transfer Restricted Securities identified to the Company by the Initial Purchasers Transfer Restricted Securities upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (California Tire Co), Registration Rights Agreement (J H Heafner Co Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner andmanner, and if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Genpact LTD), Registration Rights Agreement (Chemours Co)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, within a reasonable period of time, upon the written request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers any Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hanover Compressor Capital Trust), Registration Rights Agreement (Continental Airlines Inc /De/)

Rules 144 and 144A. The Company Issuer shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Issuer is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their its securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuer will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuer shall deliver to such Holder a written statement as to whether it the Issuer has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Edison Mission Energy), Registration Rights Agreement (Edison Mission Energy)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Tontine upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tontine Capital Partners L P), Registration Rights Agreement (Neenah Foundry Co)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ameripath Indiana LLC), Registration Rights Agreement (Diagnostic Pathology Management Services Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The To the extent not available on the Commission’s XXXXX system, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dynegy Inc /Il/), Registration Rights Agreement (Dynegy Inc.)

Rules 144 and 144A. The So long as it is required to do so by the Indenture, the Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (TransDigm Group INC), Registration Rights Agreement (TransDigm Group INC)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, within a reasonable period of time, upon the written request of any Holder of Initial Registrable Securities, make publicly available other information so long as necessary to permit sales of their its securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial such Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Registrable Securities identified to the Company by the any Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Us Bancorp \De\), Registration Rights Agreement (Us Bancorp \De\)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Notes or Private Exchange Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (NSM Steel Co LTD), Registration Rights Agreement (Navigator Gas Iom I-E LTD)

Rules 144 and 144A. The Company shall use its all commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (H&E Equipment Services, Inc.), Registration Rights Agreement (H&E Equipment Services, Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, within a reasonable period of time, upon the written request of any Holder of Initial Registrable Securities, make publicly available other information so long as necessary to permit sales of their its securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial such Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Registrable Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Us Bancorp \De\), Registration Rights Agreement (Us Bancorp \De\)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver (or cause an agent of the Company to deliver) to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Kodiak Oil & Gas Corp), Registration Rights Agreement (Kodiak Oil & Gas Corp)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if manner. If at any time the Company is not required to file such those reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as is necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. 144A and otherwise as required by the Indenture. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such that Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Upon request by an Initial Purchaser, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified in writing to the Company by the that Initial Purchasers upon requestPurchaser. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such that Holder a written statement as to whether it has complied with such these requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require 8 requires the Company to register any of its securities pursuant to under the Exchange Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Southern Power Co), Registration Rights Agreement (Southern Power Co)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably reasonable request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (( including the requirements of Rule 144A(d)(4144(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Unifi Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all but only to the extent such action is required of the Company from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Spectrasite Inc)

Rules 144 and 144A. The So long as it is required to do so by the Indentures, the Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Geo Group Inc)

Rules 144 and 144A. The Company shall use its all commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActAct or take any such actions after the Securities no longer constitute Transfer Restricted Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Cheniere Energy Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Associated Materials Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable en able such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Exchange and Registration Rights Agreement (Cincinnati Bell Inc)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesSecurities or either Market-Maker, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities or either Market-Maker may reasonably request, all to the extent required from time to time to enable such Holder or such Market-Maker to sell Initial such Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesSecurities or either Market-Maker, the Company shall deliver to such Holder or such Market-Maker a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Reddy Ice Holdings Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified 20 20 to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Rutherford-Moran Oil Corp)

Rules 144 and 144A. The Company Issuer shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Issuer is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuer will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company Issuer shall deliver to such Holder a written statement as to whether it has complied in all material respects with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Radio One Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their its securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to Holders of and prospective purchasers of Initial Transfer Restricted Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Aqua Chem Inc)

Rules 144 and 144A. The Company Issuers shall use its reasonable their best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it they will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities the Securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Initial Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of limiting the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuers will provide a copy of this Agreement to prospective purchasers of Initial Securities identified in writing to the Company Issuers by the Initial Purchasers Purchaser upon request. Upon the request in writing of any Holder of Initial Securities, the Company Issuers shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Cherokee International Finance Inc)

Rules 144 and 144A. The Company Issuer shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Issuer is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by 9095088.2 42012401 Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuer will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuer shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Joy Global Inc)

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Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Initial Securities, Securities (a) make publicly available other such information so long as is necessary to permit sales of their securities Securities pursuant to Rules Rule 144 and (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Doane Pet Care Co)

Rules 144 and 144A. The Company Companies shall use its reasonable their best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Companies are not required to file such those reports, it they will, upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as is necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants Companies covenant that it will they wall take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such that Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Upon request by a Purchaser, the Companies will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company Companies by the Initial Purchasers upon requestthat Purchaser. Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company Companies shall deliver to such that Holder a written statement as to whether it has complied with such those requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the requires either Company to register any of its securities pursuant to under the Exchange Act.

Appears in 1 contract

Samples: Registration Agreement (Toledo Edison Co)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Dealer Manager upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (HSBC Finance Corp)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesDebentures, make publicly available such other information so long as is necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A for the Shelf Registration Period. The Company covenants that it will take such further action as any Holder of Initial Securities Debentures may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Debentures without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Debentures identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesDebentures, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Genzyme Corp)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports under the Securities Act and the Exchange Act required to be filed by it under the Securities Act and the Exchange Act Indenture in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Glatfelter P H Co)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Pathology Solutions, LLC)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Kansas Gas & Electric Co /Ks/)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The So long as any Transfer Restricted Securities remain outstanding, the Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The So long as any Transfer Restricted Securities remain outstanding, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon So long as any Transfer Restricted Securities remain outstanding, upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Homes America of Wyoming Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Registrable Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A of the Securities Act, or any successor regulation or stature thereto. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Calpine Corp)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it the Company under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Key Energy Services Inc)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Uae Ref Fuel Ii Corp)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesSecurities or the Market-Maker, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities or the Market-Maker may reasonably request, all to the extent required from time to time to enable such Holder or the Market-Maker to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers or the Market-Maker upon request. Upon the request of any Holder of Initial SecuritiesSecurities or the Market-Maker, the Company shall deliver to such Holder or the Market-Maker, as the case may be, a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Brand Services)

Rules 144 and 144A. The Company Issuers shall use its reasonable their respective best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants So long as the Transfer Restricted Securities remain outstanding, the Issuers covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company So long as the Transfer Restricted Securities remain outstanding, the Issuers will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuers by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuers shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (A 1 Homes Group Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 RulesE144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 RulesE144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Shared Technologies Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to ------------------ file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if manner. If at any time the Company is not required to file such those reports, it will, upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as is necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. 144A and otherwise as required by the Indenture. The Company covenants that it will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such that Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Upon request by an Initial Purchaser, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified in writing to the Company by the that Initial Purchasers upon requestPurchaser. Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such that Holder a written statement as to whether it has complied with such those requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require requires the Company to register any of its securities pursuant to under the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Amerenenergy Generating Co)

Rules 144 and 144A. The Company and the Guarantors shall use its their reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants and the Guarantors covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Iesi Tx Corp)

Rules 144 and 144A. The Company Issuers shall use its their commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it they will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuers will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuers by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuers shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Panolam Industries International Inc)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Offered Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Offered Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Offered Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Offered Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Offered Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Harbinger Group Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their such holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be 22 XXXXXXX, XXXXX & CO. DEUTSCHE XXXXXX XXXXXXXX INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED deemed to require the Company or the Trust to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Purchase Agreement (Integon Capital I)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesEntitled Securities (as hereafter defined), make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesNotes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dr Pepper Snapple Group, Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesDebentures, make publicly available such other information so long as is necessary to permit sales of their securities the Transfer Restricted Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities Debentures may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Debentures without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Debentures identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial SecuritiesDebentures, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (El Paso Corp/De)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports under the Securities Act and the Exchange Act required to be filed by it under the Securities Act and the Exchange Act Indenture in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Glatfelter P H Co)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Offered Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Offered Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Offered Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Offered Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Offered Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (HRG Group, Inc.)

Rules 144 and 144A. The Company Issuers shall use its their commercially reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it they will, upon the reasonable request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuers will provide a copy of this Agreement agreement to prospective purchasers of Initial Securities Notes identified to the Company Issuers by the Initial Purchasers upon request. Upon the reasonable request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company Issuers shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time after a Registered Exchange Offer the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the reasonable request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (APT Sunshine State LLC)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available such other information so long as is necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Transfer Restricted Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities the Debentures pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Diamond Offshore Drilling Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The To the extent not available on the Commission’s XXXXX system, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dynegy Holdings Inc)

Rules 144 and 144A. The Company shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (ASC Holdco, Inc.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time during the Shelf Registration Period the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such requirementsthe reporting requirements referenced in the first sentence of this Section 6. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities or to file periodic, current or other reports pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Transmeridian Exploration Inc)

Rules 144 and 144A. The Company Issuers shall use its all commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is Issuers are not required to file such reports, it they will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). 144A. The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuers by the Initial Purchasers upon request. Upon If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Personal Care Holdings Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Teco Energy Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Transfer Restricted Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (DMW Worldwide Inc)

Rules 144 and 144A. The Company Issuer shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Issuer is not required to file such reports, it will, upon the reasonable request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Issuer will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Issuer shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Progress Precision Inc.)

Rules 144 and 144A. The Company Partnership shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company Partnership is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company Partnership covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Partnership will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Partnership by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company Partnership shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Partnership to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Energy Transfer Equity, L.P.)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their such Holder’s securities pursuant to Rules Rule 144 and 144A. Rule 144A of the Securities Act (“Rule 144A”). The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and Rule 144, Rule 144A (including the requirements of Rule 144A(d)(4))) and Regulation S under the Securities Act. The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Genzyme Corp)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities Transfer Restricted Notes pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Sterling Chemical Inc)

Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Offered Securities identified to the Company by the Initial Purchasers Purchaser upon request. Upon the request of any Holder of Initial Offered Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (GXS Corp)

Rules 144 and 144A. The For so long as it is required to do so under the terms of the Indenture, the Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dollar Financial Corp)

Rules 144 and 144A. The Company and the Guarantors shall use its their reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants and the Guarantors each covenant that it will take such further action as any Holder of Initial Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)) if applicable). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities Transfer Restricted Notes identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company or a Guarantor to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Integrated Alarm Services Group Inc)

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