Common use of Compliance with Rule 144 and Rule 144A Clause in Contracts

Compliance with Rule 144 and Rule 144A. In the event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the Commission, the Company will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities and to any prospective purchaser of Registrable Securities under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the Commission.

Appears in 4 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Reliant Pharmaceuticals, Inc.), Registration Rights Agreement (Hyatt Hotels Corp)

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Compliance with Rule 144 and Rule 144A. In the event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the CommissionSecurities Act, the Company will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities and to any prospective purchaser of Registrable Securities under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the Commission.

Appears in 4 contracts

Samples: Stockholders’ Agreement (Nevro Corp), Registration Rights Agreement (Nevro Corp), Registration Rights Agreement (Nevro Corp)

Compliance with Rule 144 and Rule 144A. In the event that the Company At any time and from time to time after (a) the Corporation registers a class of securities under Section 12 of the Securities Exchange Act, or (b) issues an offering circular meeting the requirements expiration of Regulation A under 90 days following the Securities Act or (c) close of business on the earlier of such date as the Corporation commences to file reports under Section 13 or 15(dSection I5(d) of the Securities Exchange Act, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the Commission, the Company Corporation will (i) forthwith furnish to such any holder upon request a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, 144 as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action information as is reasonably necessary, to will enable the holders of Registrable Securities Holders to make sales pursuant to Rule 144, and (iii) file with the Commission in a timely manner all reports and other documents required of the Corporation under The Exchange Act. Unless the Company Corporation is subject to Section 13 or Section 15(d) of the Securities Exchange Act, the Company Corporation will provide to the holder any Holder of Registrable Securities Shares and to any prospective purchaser of Registrable Securities Shares under Rule 144A of promulgated by the Commission, the information described in Rule 144A(d)(4) of promulgated by the Commission.

Appears in 2 contracts

Samples: Pledge and Assignment Agreement, Pledge and Assignment Agreement (Global Energy, Inc.)

Compliance with Rule 144 and Rule 144A. In the event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange ActAct following a Public Offering, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the Commission144, the Company will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities and to any prospective purchaser of Registrable Securities under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the Commission.

Appears in 1 contract

Samples: Registration Rights Agreement (Hyatt Hotels Corp)

Compliance with Rule 144 and Rule 144A. In the event that the Company (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144 of the CommissionSecurities Act, the Company will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities and to any prospective purchaser of Registrable Securities under Rule 144A of the CommissionSecurities Act, the information described in Rule 144A(d)(4) of the CommissionSecurities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Visionary Systems, Inc.)

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Compliance with Rule 144 and Rule 144A. In the event that the Company (ai) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (cii) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities Shares who proposes to sell securities in compliance with Rule 144 of the Commission, the Company will (ia) forthwith promptly furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time time, and (iib) make available to the public and such holders such information, and take such action information as is reasonably necessary, to will enable the holders of Registrable Securities Shares to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities Shares and to any prospective purchaser of Registrable Securities Shares under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the Commission.

Appears in 1 contract

Samples: Registration Rights Agreement (Advance America, Cash Advance Centers, Inc.)

Compliance with Rule 144 and Rule 144A. In the event that the Company Corporation (a) registers a class of securities under Section 12 of the Exchange Act, (b) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (c) commences to file reports under Section 13 or 15(d15( d) of the Exchange Act, then at the request of any holder of Registrable Securities Shares who proposes to sell securities in compliance with Rule 144 of the Commission, the Company Corporation will (i) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (ii) make available to the public and such holders such information, and take such action information as is reasonably necessary, to will enable the holders of Registrable Securities Shares to make sales pursuant to Rule 144. Unless the Company Corporation is subject to Section 13 or 15(d) of the Exchange Act, the Company Corporation will provide to the holder of Registrable Securities Shares and to any prospective purchaser of Registrable Securities Shares under Rule 144A of the Commission, the information described in Rule 144A(d)(4) of the Commission.

Appears in 1 contract

Samples: Registration Rights Agreement (Metropark Usa Inc)

Compliance with Rule 144 and Rule 144A. In the event that the Company (ai) registers a class of securities Securities under Section 12 of the Exchange Act, (bii) issues an offering circular meeting the requirements of Regulation A under the Securities Act or (ciii) commences to file reports under Section 13 or 15(d) of the Exchange Act, then at the request of any holder of Registrable Securities Shares who proposes to sell securities in compliance with Rule 144 of the Commission144, the Company will (ix) forthwith furnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, as such rule may be amended from time to time and (iiy) make available to the public and such holders such information, and take such action as is reasonably necessary, to enable the holders of Registrable Securities Shares to make sales pursuant to Rule 144. Unless the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company will provide to the holder of Registrable Securities Shares and to any prospective purchaser of Registrable Securities Shares under Rule 144A of the Commission144A, the information described in Rule 144A(d)(4) of the CommissionSecurities Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Majestic Holdco, LLC)

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