Sales Pursuant to Rule 144 Sample Clauses

Sales Pursuant to Rule 144. Each of the parties hereto acknowledges that the registration benefits provided in this Agreement will not effect the ability of the Holders to sell Registrable Securities pursuant to Rule 144 rather than pursuant to the Shelf Registration Statement.
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Sales Pursuant to Rule 144. Upon written request, FRI shall deliver to any Holder a written statement as to whether it has complied with all rules and regulations of the Commission applicable in connection with the use of Rule 144 (or any successor thereto), including the timely filing of all reports required to be filed by FRI with the Commission. Upon receipt of an opinion of counsel satisfactory to FRI, FRI shall cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to any sale of Registrable Shares which is exempt from registration under the Securities Act pursuant to Rule 144.
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Sales Pursuant to Rule 144. Upon written request, the Company shall deliver to any Holder a written statement as to whether it has complied with all rules and regulations of the Commission applicable in connection with use of Rule 144 (or any successor thereto), including the timely filing of all reports required to be filed by the Company with the Commission. The Company shall cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to any sale of Registrable Securities which is exempt from registration under the Securities Act pursuant to Rule 144.
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Sales Pursuant to Rule 144. (a) Following expiration of the applicable contractual lock-up agreements that the Shareholders entered into with the IPO underwriters relating to the Pre-IPO Shares, upon request by a Shareholder, the Company shall use commercially reasonable efforts to cause its counsel to deliver required legal opinions, certificates and other instruments to the Company’s transfer agent to remove restrictive legends from the applicable Shares that are restricted securities upon sale or otherwise held for longer than six months following the acquisition date thereof in order to facilitate sales of the Shares pursuant to Rule 144. (b) With a view to making available to the Shareholders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Shareholder to sell securities of the Company to the public without registration, the Company shall: (i) make and keep available adequate current public information, as those terms are understood and defined in Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; (ii) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); (iii) furnish to any Shareholder, so long as such Shareholder owns any Registrable Securities, forthwith upon request (1) to the extent accurate, a written statement by the Company that it has filed the reports and submitted the Interactive Data Files described in Rule 144(c) (1) with the Commission (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO) or made publicly available the information set forth in Rule 144(c)(2), complied with the reporting requirements of the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and (2) such other information as may be reasonably requested in availing any Shareholder of any rule or regulation of the Commission that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form N-2 (at any time after the Company so qualifies to use such form); and (iv) determine the net asset value per share of the Com...
Sample 1
Sales Pursuant to Rule 144. With a view to making available to Xxxxx the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit him to sell securities of the Company to the public without registration, the Company agrees to use its best efforts to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934; and (c) take further action as Xxxxx may reasonably request, to the extent required to enable Xxxxx to sell Registrable Securities pursuant to Rule 144 adopted by the SEC under the Securities Act (as such rules may be amended from time to time) or any similar rules or regulations hereafter adopted by the SEC.
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Sales Pursuant to Rule 144. MART shall have no obligations to register any Common Shares hereunder to the extent that, in the opinion of counsel to MART, such Common Shares may be sold in a three-month period without registration under the Securities Act pursuant to Rule 144 under the Securities Act.
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Sales Pursuant to Rule 144. 6.1. Restrictions on Sale. PTF agrees that until February 14, 2008, PTF and its affiliates shall not make any Net Sales (as defined below) of Common Stock held by it on any single day during such period, a number of shares of Common Stock in excess of 30% of the five day daily trading volume of the Common Stock (as reported by Bloomberg Financial Markets (or any successor thereto)) on each day immediately preceding such sale. "Net Sales" means, with respect to any date of determination, the difference of (A) the number of shares of Common Stock sold, including by way of short sales, or otherwise transferred or disposed of, directly or indirectly, on such date of determination by PTF and its affiliates minus (B) the number of shares of Common Stock purchased, directly or indirectly, on such date of determination by PTF and its affiliates.
Sample 1
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Sales Pursuant to Rule 144. Until such time as the Investor has purchased the total Commitment Amount, in the event that for any reason, any Common Stock held by the Investor pursuant to this Agreement is not registered or freely tradable and may only be sold pursuant to Rule 144 or Rule 144(k), the Investor, in its sole discretion, may terminate its obligations under this Agreement to acquire the Commitment Amount as of the date such shares are no longer liquid.
Sample 1
Sales Pursuant to Rule 144. Notwithstanding anything in this Agreement to the contrary, the notice requirements and restrictions described in Section 4.1 shall not apply to sales made pursuant to Rule 144 of the Securities Act.
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Related to Sales Pursuant to Rule 144

  • Facilitation of Sales Pursuant to Rule 144 To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • PURSUANT TO REGULATION S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • Check if Transfer is Pursuant to Regulation S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • Rule 144 and Rule 144A For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • Rules 144 and 144A and Regulation S The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

  • Pursuant to M S. 43A.27, Subdivision 3a(1), an employee who separates or retires from State service and who, at the time of separation has five (5) or more years of allowable pension service and is entitled to immediately receive an annuity under a State retirement program and, who is not eligible for regular (non-disability) Medicare coverage, may continue to participate in the health and dental coverages offered through the Group Insurance Program. Consistent with M.S. 43A.27, Subdivision 3a(2), an employee who separates or retires from State service and who, at the time of separation is at least fifty (50) years of age and at least fifteen (15) years of State service may continue to participate in the health and dental coverages offered through the Group Insurance Program. Retiree coverage must be coordinated with Medicare.

  • Pursuant to G S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor’s officers, directors, or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter 78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of the bid solicitation.

  • Compliance with Rule 144 At the written request of the Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the Securities and Exchange Commission, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may be amended from time to time.

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the Signing Date; (ii) (A) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and (B) if at any time the Company is not required to file such reports, make available, upon the request of any Holder, such information necessary to permit sales pursuant to Rule 144A (including the information required by Rule 144A(d)(4) under the Securities Act); (iii) so long as the Investor or a Holder owns any Registrable Securities, furnish to the Investor or such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities to the public without registration; and (iv) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act.

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