Common use of Sales of Securities Under Rule 144, If Applicable Clause in Contracts

Sales of Securities Under Rule 144, If Applicable. (a) Action will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to Action’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) Action Wave will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other the applicable restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action Wave that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action Wave will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ActionWave’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Wave will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) Action Teen Education will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof, “ Rule 144 ”) so that its shareholders can sell restricted securities that have been held for one year six months or more or such other restricted period as required by Rule 144 144, as it is from time to time amended.; (b) Upon being informed in writing by any person holding restricted stock of Action Teen Education that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof)Rule 144, Action Teen Education will certify in writing to such person that it is in compliance with Rule 144 144’s current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances.; and (c) If any certificate representing any such restricted stock is presented to ActionTeen Education’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) ), in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Teen Education will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) Action Teen Education will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof, “Rule 144”) so that its shareholders can sell restricted securities that have been held for one year six months or more or such other restricted period as required by Rule 144 144, as it is from time to time amended.; (b) Upon being informed in writing by any person holding restricted stock of Action Teen Education that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof)Rule 144, Action Teen Education will certify in writing to such person that it is in compliance with Rule 144 144’s current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances.; and (c) If any certificate representing any such restricted stock is presented to ActionTeen Education’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) ), in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Teen Education will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) Action Stone Mountain will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action Stone Mountain that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action Stone Mountain will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ActionStone Mountain’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Stone Mountain will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend. (d) This Section 4.10 shall survive the closing of this Agreement for a period of two (2) years.

Sales of Securities Under Rule 144, If Applicable. (a) Action Wolf will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action Wolf that such person intends to sell any shares under rule Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action Wolf will certify in writing to such person that it Wolf is compliance with Rule 144 current public information requirement requirements to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ActionWolf’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Wolf will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) Action Indestructible will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action Indestructible that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action Indestructible will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ActionIndestructible’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Indestructible will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. (a) Action Red Rock will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action Red Rock that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action Red Rock will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to Action’s Red Rock transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Red Rock will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Sales of Securities Under Rule 144, If Applicable. As long as the Greatmat Shareholder owns any Exchange Shares: (a) Action Aurum will use its best efforts to at all times to satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders the Greatmat Shareholder can sell restricted securities that have been held for one year or more or such other restricted period as required by Rule 144 as it is from time to time amended. (b) Upon being informed in writing by any person holding restricted stock of Action the Greatmat Shareholder that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Action Aurum will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances. (c) If any certificate representing any such restricted stock is presented to ActionAurum’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Action Aurum will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.