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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 17 contracts
Samples: Exchange and Registration Rights Agreement (Health Net Inc), Magellan Health Services Inc, Registration Rights Agreement (Nebraska Book Co)
Rules 144 and 144A. The Company shall shall, to the extent it is required to do so under the Exchange Act, 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 Transfer Restricted Initial Securities, use its commercially reasonable efforts to make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 10 contracts
Samples: Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (Qualcomm Inc/De)
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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 6 contracts
Samples: Exchange and Registration Rights Agreement (Forest Oil Corp), Execution Copy (Telecorp Communications Inc), Registration Rights Agreement (Telecorp PCS Inc /Va/)
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 Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective purchasers of Transfer Restricted Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 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 (Science Craftsman INC), Registration Rights Agreement (Landrys Restaurants Inc), Registration Rights Agreement (HHG Distributing, 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 written request of any Holder of Transfer Restricted SecuritiesHolder, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 6 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 (Magma Design Automation Inc), Flextronics International LTD, HNC Software Inc/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 written request of any Holder of Transfer Restricted SecuritiesHolder, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchaser upon request. Upon the written request of any Holder of Transfer Restricted 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 8 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 3 contracts
Samples: Execution (Affymetrix Inc), Affymetrix Inc, Affymetrix 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 Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 6 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 (Alpharma Inc), Alpharma Inc, Ivax Corp /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 written request of any Holder holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 3 contracts
Samples: STC Broadcasting Inc, Ev International Inc, Richmont Marketing Specialists 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's 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 Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and the Guarantors 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 3 contracts
Samples: Volume Services (Volume Services America Holdings Inc), Alec Holdings Inc, Acs Infosource 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's 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 Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 3 contracts
Samples: Abraxas Petroleum Corp, Mission Resources Corp, Pan American Energy 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants and the Note Guarantors covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and the Note Guarantors 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 3 contracts
Samples: American Media Operations Inc, American Media Mini Mags Inc, Marketing 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 written request of any Holder of Transfer Restricted SecuritiesHolder, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon written request. Upon the written request of any Holder of Transfer Restricted 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 8 6 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 (Americredit Financial Services of Canada LTD), Registration Rights Agreement (Cephalon Inc), Cephalon 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 Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective purchasers of Transfer Restricted Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 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 (Esterline Technologies Corp), Registration Rights Agreement (Esterline Technologies Corp)
Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed 17 17 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 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 (NBC Acquisition Corp), Registration Rights Agreement (NBC Acquisition Corp)
Rules 144 and 144A. (a) The Company covenants that it shall use its reasonable best efforts to (a) file the reports required to be filed by it (if so required) under the Securities Act and the Exchange Act in a timely manner in order to permit resales of the Notes pursuant to Rule 144 under the Securities Act and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted SecuritiesRegistrable Notes, make publicly available other the information so long as necessary required by Rule 144A(d)(4) under the Securities Act to permit sales of such Holder's securities pursuant to Rules 144 Rule 144A and 144A. The Company covenants that it will (b) take such further action as any Holder of Transfer Restricted Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Registrable Notes without registration under the Securities Act within the limitation of pursuant to the exemptions provided by Rules by, if the Company is subject to Section 13 or Section 15(d) of the Exchange Act, Rule 144 and 144A (including, without limitation, the requirements of by Rule 144A(d)(4)). 144A. Upon the written request of any Holder of Transfer Restricted SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such information and requirements. Notwithstanding the foregoing, nothing in this Section 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 (Enova International, Inc.), Registration Rights Agreement (Cash America 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants and Holdings covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and Holdings 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 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 (American Axle & Manufacturing Inc), Wesco Distribution Inc
Rules 144 and 144A. The Company Holdings 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 Holdings is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information for so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company Holdings covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company Holdings shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company Holdings to register any of its securities pursuant to the Exchange Act.
Appears in 2 contracts
Samples: Lin Holdings Corp, WTNH Broadcasting 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's 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 Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 2 contracts
Samples: Georgia Gulf Corp /De/, Georgia Gulf Corp /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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 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 (Phillips Van Heusen Corp /De/), Registration Rights Agreement (Phillips Van Heusen Corp /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 written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 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 (Halcon Resources Corp), Registration Rights Agreement (Halcon Resources Corp)
Rules 144 and 144A. The Company and the Issuer shall use its their respective commercially reasonable best efforts to file the reports required to be filed by it each of them under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company or the Issuer is not required to file such reports, it such entity will, upon the written request of any Holder of Transfer Restricted SecuritiesHolder, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Each of the Company and the Issuer covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesHolder, the Company and the 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 8 shall be deemed to require the Company or the Issuer to register any of its their respective securities pursuant to the Exchange Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lions Gate Entertainment Corp /Cn/), Registration Rights Agreement (Lions Gate Entertainment Corp /Cn/)
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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require any of the Company Issuers to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: St John Trademarks Inc
Rules 144 and 144A. The Company Issuers 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 Issuers are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's ’s securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNotes, 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 8 shall be deemed to require any of the Company Issuers to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Universal City Florida Holding Co. I
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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities Securities pursuant to Rules 144 and 144A. 144A under the Act. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 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 (Public Service Co of Colorado)
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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of securities by such Holder's securities holder pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4144 A(d)(4)). Upon the written request of any Holder holder of 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 8 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 (Ryder TRS Inc)
Rules 144 and 144A. The Company and the Guarantor 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 or the Guarantor are not required to file such reports, it they will, upon the written request of any Holder holder of Transfer Restricted SecuritiesRegistrable Notes, make publicly available other information so long as necessary to permit sales of such Holder's securities the Registrable Notes pursuant to Rules 144 and 144A. The Company covenants and the Guarantor each further covenant that it will take such further action as any Holder holder of Transfer Restricted Securities Registrable Notes may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of Transfer Restricted SecuritiesRegistrable Notes, the Company and the Guarantor 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 8 shall be deemed to require the Company and the Guarantor to register any of its their securities pursuant to the Exchange Act.
Appears in 1 contract
Rules 144 and 144A. The Company and Holdings 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 at any time the Company is and Holdings are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants and Holdings covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and Holdings 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Wesco 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 written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Colortyme 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities Securities pursuant to Rules 144 and 144A. 144A under the Act. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 8 9 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities ’s Securities pursuant to Rules 144 and 144A. 144A under the Act. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 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 (Public Service Co of Colorado)
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 Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A promulgated by the Commission under the Securities Act. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A promulgated by the Commission under the Securities Act (including, without limitation, including the requirements of Rule 144A(d)(4) promulgated by the Commission under the Securities Act)). The Company will provide a copy of this Agreement to prospective purchasers of Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Ak Steel Holding Corp
Rules 144 and 144A. The Company Issuers 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 Issuers are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 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: Exchange and Note Registration Rights Agreement (Jones Apparel 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 of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)) in the event that the Company ceases to be a company subject to or in compliance with Section 13 or 15(d) of the Exchange Act). Upon the written request of any Holder of 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 8 9 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Black & Decker 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 willshall, upon the written request of any Holder of Transfer Restricted SecuritiesSenior Discount Notes, make publicly available provide other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further reasonable action as any Holder of Transfer Restricted Securities Senior Discount Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Senior Discount Notes without registration under the Securities Act within the limitation of the exemptions exemp- 18 tions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesSenior Discount 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Trans Resources 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 it is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: And Registration Rights Agreement (Texon International PLC)
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 Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective purchasers of Transfer Restricted Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 willshall, upon the written request of any Holder of Transfer Restricted SecuritiesSenior Notes, make publicly available provide other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further reasonable action as any Holder of Transfer Restricted Securities Senior Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Senior Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesSenior 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Trans Resources 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 Transfer Restricted SecuritiesCertificates, make publicly available other information so long as necessary to permit sales of such Holder's securities Certificates pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Certificates may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Certificates without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesCertificates, 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 8 shall be deemed to require the Company to register any of its securities Certificates pursuant to the Exchange Act.
Appears in 1 contract
Samples: PPL Montana LLC
Rules 144 and 144A. The Company shall shall, to the extent it is required to do so under the Exchange Act, 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 Transfer Restricted SecuritiesNew Notes, use its commercially reasonable efforts to make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities New Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities New Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNew 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective purchasers of Transfer Restricted Notes identified to the Company by the Initial Purchaser upon request. Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.Transfer
Appears in 1 contract
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 Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Splitrock Services Inc
Rules 144 and 144A. The Company shall use its 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 holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of Transfer Restricted SecuritiesNotes, the Company shall deliver to such Holder holder a written statement as to whether it the Company has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Carter William Co /Ga/
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 Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will use its reasonable best efforts to take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation limitations of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective purchasers of Transfer Restricted Notes identified to the Company by the Initial Purchaser upon request. Upon the written request of any Holder of Transfer Restricted 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 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 (Ikon Office Solutions Inc)
Rules 144 and 144A. The Company Support Provider 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 Support Provider is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Registrable Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants and the Support Provider covenant that it they will take such further action as any Holder of Transfer Restricted Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Registrable Securities, the Company and the Support Provider 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 8 VII shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Verizon Communications 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 Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 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 (Citizens Communications 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 holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holderholder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of 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 8 7 shall be deemed to require the Company or the Trust to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: HSB 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 of Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will use its reasonable best efforts to take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation limitations of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective Purchaser of Transfer Restricted Notes identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 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 (Ikon Office Solutions Inc)
Rules 144 and 144A. The Company Issuers 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 Issuers are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 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: Jones Apparel 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 of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities ’s Securities pursuant to Rules 144 and 144A. 144A under the Act. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 8 9 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Rules 144 and 144A. The Company Issuers 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 Issuers are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.this
Appears in 1 contract
Samples: Derby Cycle 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 written request of any Holder of Transfer Restricted SecuritiesSecurities or the Market-Maker, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted 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 Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesSecurities or the Market-Maker, 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 8 9 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Selfix Inc /De/
Rules 144 and 144A. The Company shall use its 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants and the Guarantor covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and the Guarantor shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: International Truck & Engine Corp
Rules 144 and 144A. The Company Issuers 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 Issuers are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such HolderXxxxxx's securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNotes, 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 8 shall be deemed to require the Company Issuers to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information for so long as necessary to permit sales of such Holder's ’s securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNotes, 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 8 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Activant Solutions 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 such Issuer is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require any of the Company Issuers to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Carrols Corp
Rules 144 and 144A. The Company Holdings 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 Holdings is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted SecuritiesDebentures, make publicly available other information so long as necessary to permit sales of such Holder's securities Debentures pursuant to Rules 144 and 144A. The Company Holdings covenants that it will take such further action as any Holder of Transfer Restricted Securities Debentures may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Debentures without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesDebentures, the Company Holdings 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 8 shall be deemed to require the Company Holdings to register any of its securities Debentures pursuant to the Exchange Act.
Appears in 1 contract
Samples: Peninsula Cellular 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 written request of any Holder holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of 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 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 (Viking Distillery 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 Transfer Restricted SecuritiesNotes, make publicly available other information required to be made available by Rule 144 or 144A so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNotes, the Company 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Nevada Power (Nevada 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Aurora Foods Inc /De/
Rules 144 and 144A. The Company Tower 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 Tower is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company Tower covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company Tower shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company Tower to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Trylon Corp/Mi/
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 Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's ’s securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 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 written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNotes, 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 8 shall be deemed to require the Company Issuers to register any of its their respective securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Manischewitz B Co LLC)
Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, 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 reasonable request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company covenants that it will use its reasonable best efforts to take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 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 (Remington Arms Co Inc/)
Rules 144 and 144A. The Company Offerors shall use its their reasonable best commercial 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 Offerors are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants Offerors covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company Offerors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company Offerors to register any of its their securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Reliant Energy Mid Atlantic Power 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 written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Notes identified to the Company by the Purchasers upon request. Upon the written request of any Holder of Transfer Restricted 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
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 Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities Securities pursuant to Rules 144 and 144A. 144A provided that sales could otherwise be made under such rules. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. The Company will provide a copy of this Agreement to prospective purchasers of Notes identified to the Company by the Purchasers upon request.
Appears in 1 contract
Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, 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 reasonable request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will use its reasonable best efforts to take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Dirsamex Sa De Cv
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 written request of any Holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company Issuer covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesNotes, 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 8 shall be deemed to require the Company Issuer to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Manischewitz B Co 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 during the Shelf Registration Period the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4))) or any other exemption from the registration requirements of the Securities Act. Upon The Company will provide a copy of this Agreement to prospective purchasers of the written request of any Holder of Transfer Restricted Securities, Preferred Stock identified to the Company shall deliver to such by a Holder a written statement as to whether it has complied with such requirementsupon request. Notwithstanding the foregoing, nothing in this Section 8 5 shall be deemed to require the Company to register any of its securities the Preferred Stock pursuant to the Exchange Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Valero Energy Corp/Tx)
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 Transfer Restricted SecuritiesHolder, make publicly available other information so long as necessary to permit sales of such Holder's 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 Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted SecuritiesHolder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. The Company will provide a copy of this Agreement to prospective purchasers of Securities identified to the Company by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 8 paragraph 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Alza 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company or Issuer to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: First American Financial 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 9.
Appears in 1 contract
Samples: MTS 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 Transfer Restricted SecuritiesNotes, make publicly available other the applicable information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation limitations of the exemptions provided by Rules 144 and 144A (including, without limitation, including the requirements of Rule 144A(d)(4) if applicable)). The Company will provide a copy of this Agreement to prospective Purchaser of Transfer Restricted Notes identified to the Company by the Initial Purchaser upon request. Upon the written request of any Holder of Transfer Restricted 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 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 (Fisher Communications 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 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company covenants Issuers covenant that it they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted 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 8 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: Exchange and Registration Rights Agreement (Key Components Finance Corp)
Rules 144 and 144A. The Company Holdings 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 Holdings is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company Holdings covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company Holdings shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company Holdings to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Wesco Distribution 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 Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants and each of the Subsidiary Guarantors covenant that it they will take such further action as any Holder holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of Transfer Restricted Securities, the Company Company, as applicable, shall deliver to such Holder holder a written statement as to whether it has or they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: Ta Operating 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 written request of any Holder holder of Transfer Restricted SecuritiesNotes, make publicly available other information so long as necessary to permit sales of such Holder's their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder holder of Transfer Restricted Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Transfer Restricted Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder holder of Transfer Restricted SecuritiesNotes, 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 8 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
Appears in 1 contract
Samples: And Registration Rights Agreement (Core Mark International Inc)