Sales Under Rule 144. I am aware of the adoption of Rule 144 by the SEC promulgated under the Securities Act, which in substance permits limited public resale of securities acquired in a non- public offering subject to the satisfaction of certain conditions, including: (i) the availability of certain current public information about the Company, (ii) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a " market maker," and (iv) the amount of securities sold during any three-month period not exceeding specified limitations (generally 1% of the total shares outstanding).
Sales Under Rule 144. With a view to making available to the Stockholders the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit the Stockholders to sell the Registrable Securities without registration, the Company agrees to:
(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144 (or any successor provision);
(b) file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act; and
(c) furnish to any Stockholder forthwith upon request (i) a written statement by the Company that it has complied with the foregoing requirements and (ii) such other information as may be reasonably requested by Stockholder in availing itself of any rule or regulation of the Commission which permits the selling of any such securities without registration.
Sales Under Rule 144. With a view to making available to each Shareholder and Piggy-Back Shareholder the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit such Shareholder or Piggy-Back Shareholder to sell the Registrable Securities without registration, Corporation agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144 (or any successor provision);
(b) file with the Commission in a timely manner all reports and other documents required of Corporation under the Securities Act and the Exchange Act;
(c) furnish to such Shareholder or Piggy-Back Shareholder forthwith upon request (i) a written statement by Corporation that it has complied with the reporting requirements of Rule 144 (or any successor provision), the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of Corporation and such other reports and documents so filed by Corporation under the Securities Act and the Exchange Act and (iii) such other information as may be reasonably requested by such Shareholder or Piggy-Back Shareholder in availing itself of any rule or regulation of the Commission which permits the selling of any such securities without registration; and
(d) after any sale of Registrable Securities pursuant to Rule 144, to the extent allowed by law, to cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registration Securities.
Sales Under Rule 144. With a view to making available to Stockholder the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit Stockholder to sell the Registrable Securities without registration, Company agrees to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144 (or any successor provision);
(b) file with the Commission in a timely manner all reports and other documents required of Company under the Securities Act and the Exchange Act;
(c) furnish to Stockholder forthwith upon request (i) a written statement by Company that it has complied with the reporting requirements of Rule 144 (or any successor provision), the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of Company and such other reports and documents so filed by Company under the Securities Act and the Exchange Act and (iii) such other information as may be reasonably requested by Stockholder in availing itself of any rule or regulation of the Commission which permits the selling of any such securities without registration; and
(d) after any sale of Registrable Securities pursuant to Rule 144, to the extent allowed by law, to cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities.
Sales Under Rule 144. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the Commission that may at any time permit the Holders to sell the Registrable Securities without registration, the Company agrees for so long as either (i) CPPIB retains the right to designate at least one Director pursuant to Section 2 of this Agreement or (ii) the Company is required to maintain the effectiveness of the Mandatory Shelf Registration Statement pursuant to Section 3 hereof to:
(a) make and keep available adequate current public information, as those terms are understood and defined in Rule 144 (or any successor provision);
(b) use its reasonable best efforts to file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act; and
(c) furnish to the Holders forthwith upon request (i) a written statement by the Company that it has complied with the foregoing requirements and (ii) such other information as may be reasonably requested by any Holder in availing itself of any rule or regulation of the Commission which permits the selling of any such securities without registration.
Sales Under Rule 144. In addition to Section 3.1, during the period commencing on June 15, 2000 and ending on the last day of the Term, each Holder may Sell up to an aggregate of 25% (rounded to the nearest whole share) of the shares of Common Stock that are Restricted Securities as of the date of this Agreement if and only if such sales are made in full compliance with Rule 144.
Sales Under Rule 144. Xxxxxx agrees to cooperate with the Member upon his sales of any shares of Charge stock under SEC Rule 144. In that regard, Charge shall cause its counsel to promptly issue opinion letters to Xxxxxx’s transfer agent to clear the stock for transfer upon presentation of customary Rule 144 paperwork and the Member’s compliance with the requirements of Rule 144. Such cooperation shall be without charge to the Member.
Sales Under Rule 144. With the view to making the benefits of -------------------- Rule 144 under the Securities Act available to the Holders, the Company shall use reasonable efforts to (a) ensure that there is adequate current public information (as set forth in Rule 144(c)) available with respect to the Company; (b) timely file with the SEC all reports and other documents required to be filed by the Company under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder; and (c) promptly furnish to the Holders upon request a written statement by the Company as to the Company's compliance with those covenants and the provisions of Rule 144.
Sales Under Rule 144. The Purchaser agrees to reasonably cooperate with Sellers upon their sale of any shares of ORBCOMM Stock under SEC Rule 144. In that regard, the Purchaser shall cause its in-house counsel to promptly issue opinion letters to Purchaser’s transfer agent to clear the stock for transfer upon presentation of customary Rule 144 paperwork and Sellers’ compliance with the requirements of Rule 144. Such cooperation shall be without charge by Purchaser or Purchaser’s counsel to Sellers.
Sales Under Rule 144. The Company shall have no obligation to effectuate the registration required by this Section 1 with respect to any individual Holder if, and only to the extent that, all Registrable Securities owned by such Holder are then eligible to be sold to the public in any 90 day period pursuant to Rule 144; provided, however, that, in such event the Company shall (i) deliver a notice to the Holder Representative referencing its denial to effectuate a registration with respect to such Holder pursuant to this Section 1.8; (ii) to the extent the Registrable Securities are then eligible for resale pursuant to section (k) of Rule 144, upon request from or on behalf of such Holder cause all legends to be removed from all certificates representing any Registrable Securities owned by such Holder (including, at its sole cost and expense, causing to be provided any required legal authorizations and other required documents to the transfer agent for such Registrable Securities in order to effectuate such removal), and (iii) upon notice from or on behalf of such Holder of such Holder’s intent to transfer any such Registrable Securities, provide all reasonable cooperation with such Holder to facilitate the timely preparation and delivery of new certificates (not bearing any restrictive legends) representing any Registrable Securities to be sold by such Holder (including, at its sole cost and expense, causing to be provided, subject to its receipt of customary representations letters and the filing by Holder of a Form 144 if applicable) any required legal authorizations and other required documents to the transfer agent for such Registrable Securities in order to effectuate such removal), and enable such Registrable Securities to be in such denominations and registered in such names as such Holder may request.
