RULES 144 AND 145. The following three paragraphs shall only apply to Sellers who are subject to Rules 144 and 145.
1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 or 145 under the Securities Act, and in no event shall JPMS effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS’s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period with the initial filing made on the date on which the first order to sell Stock is placed hereunder.
2. Each such Form 144 shall state in the “Remarks” section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date the Seller adopted this Sales Plan and shall indicate that the representation regarding the Seller’s knowledge of material information speaks as of the adoption date of this Sales Plan.
3. Seller agrees not to take any action that would cause the sales not to comply with Rule 144 or 145, and Seller agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take any action that would cause the sales not to comply with Rules 144 or 145. Seller will provide notice of any such transactions during the three months preceding the date hereof and may not enter into any other selling program or transaction without the prior consent of JPMS.
RULES 144 AND 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144.
RULES 144 AND 145. Each ECAC and DAR Shareholder shall furnish written acknowledgement that the shares are subject to the restrictions of Rules 144 and 145 as promulgated by the Securities and Exchange Commission; that such shareholder intends to comply with the requirements of said Rules; and a written representation warranty that none of the restricted shares held by present stockholders of ECAC and DAR will be offered for sale, except in compliance with said Rules.
RULES 144 AND 145. NewGen shall, prior to the Effective Time, cause to be delivered to PCPI a statement representing that they have knowledge of Rule 144 and the effect of this Rule on the shares being issued pursuant to this Merger. NewGen shall, prior to the Effective Time, cause to be delivered to PCPI a list identifying all persons who were, in its opinion, at the time of the special meeting of NewGen shareholders to be held in accordance with Section 4.5 hereof, "affiliates" of NewGen for purposes of Rule 144 promulgated by the Commission under the Securities Act. NewGen shall cause each person who is identified as an "affiliate" in the list furnished pursuant to this Section to execute a written agreement at or prior to the Effective Time, in a form satisfactory to PCPI (a "Satisfactory Affiliate Agreement"), that such person will not offer or sell or otherwise dispose of any of the shares of PCPI Common Stock issued to such person pursuant to this Agreement in violation of the Securities Act or the rules and regulations promulgated by the Commission thereunder. Such statement shall be in a form provided by PCPI at least two days prior to the Effective Time and shall be in a form reasonably satisfactory to NewGen.
RULES 144 AND 145. The Selling Stockholders acknowledge and agree that the Consideration Shares must be held indefinitely unless such Stock is resold in accordance with the provisions of Regulation S or pursuant to a subsequent registration under the Securities Act, or an exemption from such registration is available. The Selling Stockholders further agree not to engage in hedging transactions with regard to the Consideration Shares unless in compliance with the Securities Act. The Selling Stockholders have been advised or are aware of the provisions of Rules 144 and 145 promulgated under the Securities Act as in effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the issuer, the resale occurring following the required holding period under Rule 144 and/or 145, and the number of shares being sold during any three-month period not exceeding specified limitations.
RULES 144 AND 145. With a view to making available to the Stockholders the benefits of Rules 144 and 145 promulgated under the Securities Act, and any other similar rules and regulations of the SEC which may at any time permit the Stockholders to sell or distribute without registration the AirNet Common Shares received as Merger Consideration hereunder, AirNet agrees to file with the SEC in a timely manner all reports and other documents required to be filed by it under the Exchange Act.
