Common use of Sales of Securities Under Rule 144 Clause in Contracts

Sales of Securities Under Rule 144. If Applicable. ------------------------------------------------- (a) MTN 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 tune amended. (b) Upon being informed in writing by any person holding restricted stock of MTN as of the date of this Agreement 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), MTN will certify in writing to such person that it is in 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 MTN'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 an opinion of counsel satisfactory to MTN and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN 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. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN TELS 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 tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN TELS as of the date of this Agreement 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), MTN TELS will certify in writing to such person that it is in 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 MTNTELS'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 an opinion of counsel satisfactory to MTN TELS and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN TELS 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 , as the case may be, free of any related stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN SYUS 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 tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN SYUS as of the date of this Agreement 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), MTN SYUS will certify in writing to such person that it is in 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 MTNSYUS'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 an opinion of counsel satisfactory to MTN SYUS and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN SYUS 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 , as the case may be, free of any related stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN Holographic 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 tune amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Holographic as of the date of this Agreement 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), MTN Holographic will certify in writing to such person that it is in 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 MTNHolographic'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 an opinion of counsel satisfactory to MTN Holographic and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Holographic 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. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN Holographic as of the date of this Agreement, as well as those receiving MTN Holographic Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN Pine View 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 tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Pine View as of the date of this Agreement 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), MTN Pine View will certify in writing to such person that it is in 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 MTNPine View'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 an opinion of counsel satisfactory to MTN Pine View and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Pine View 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 , as the case may be, free of any related stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN Prelude 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 two years or more or such other restricted period as required by rule 144 as it is from time to tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Prelude as of the date of this Agreement 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), MTN Prelude will certify in writing to such person that it is in 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 MTN's Prelude transfer agent for registration or transfer in connection with any sales theretofore made under rule 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 an opinion of counsel satisfactory to MTN Prelude and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Prelude 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 , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 6.07 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN Prelude as of the date of this Agreement, as well as those receiving MTN Prelude Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.086.07.

Sales of Securities Under Rule 144. If Applicable. ------------------------------------------------- (a) MTN Ultra Sun 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 non-affiliate 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 as it is from time to tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Ultra Sun as of the date of this Agreement 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), MTN Ultra Sun will certify in writing to such person that it is in compliance with rule 144 current public information requirement to enable such person to sell such person's ’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 MTN's Ultra Sun’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 an opinion of counsel satisfactory to MTN Ultra Sun and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Ultra Sun 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 , as the case may be, free of any related stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN Commerce 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 two years or more or such other restricted period as required by rule 144 as it is from time to tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Commerce as of the date of this Agreement 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), MTN Commerce will certify in writing to such person that it is in 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 MTNCommerce'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 an opinion of counsel satisfactory to MTN Commerce and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Commerce 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 , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN Commerce as of the date of this Agreement, as well as those receiving MTN Commerce Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. ------------------------------------------------- (a) MTN X-Net 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 tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN X-Net as of the date of this Agreement 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), MTN X-Net will certify in writing to such person that it is in 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 MTNX-Net'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 an opinion of counsel satisfactory to MTN X-Net and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN X-Net 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 , as the case may be, free of any related stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN Diversified 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 tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Diversified as of the date of this Agreement 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), MTN Diversified will certify in writing to such person that it is in 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 MTNDiversified'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 an opinion of counsel satisfactory to MTN Diversified and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Diversified 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 , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN Diversified as of the date of this Agreement, as well as those receiving MTN Diversified Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.

Sales of Securities Under Rule 144. If Applicable. -------------------------------------------------. (a) MTN Parent will use its commercially reasonable best efforts to at all times satisfy the current public information requirements of rule 144 promulgated under the Securities Act so that its shareholders stockholders 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 tune time amended. (b) Upon being informed in writing by any person holding restricted stock of MTN Parent as of the date of this Agreement 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), MTN Parent will certify in writing to such person that it is in compliance with rule 144 current public information requirement to enable such person to sell such person's ’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 MTN's Parent’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 an opinion of counsel satisfactory to MTN Parent and its counsel that such transfer has complied with the requirements of rule 144, as the case may be, MTN Parent 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 , as the case may be, free of any stop transfer order or restrictive legend. The provisions of this Section 6.08 8.07 shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of two years. (d) The shareholders of MTN as of the date of this Agreement, as well as those receiving MTN Common Stock pursuant to this Agreement, are intended third-party beneficiaries of this Section 6.08.