Common use of Facilitation of Sales Pursuant to Rule 144 Clause in Contracts

Facilitation of Sales Pursuant to Rule 144. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that it will use commercially reasonable efforts to (i) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (ii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the Commission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Facilitation of Sales Pursuant to Rule 144. With At all times after the Company has filed a view to making available Registration Statement with the Commission pursuant to the Holders requirements of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under either the Securities Act and other rules and regulations of or the Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registrationExchange Act, the Company agrees that shall use it will use commercially reasonable best efforts to (i) timely file in a timely manner all the reports and other documents required, if any, 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 and referred to in subparagraph (c)(1) of Rule 144) to the rules and regulations adopted thereunder and extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act pursuant to Rule 144, (ii) make available information necessary cooperate with the Holders to comply with Rule 144 and Rule 144A, if available with respect cause the transfer agent to resales of the remove any restrictive legend on certificates evidencing Registrable Securities under the Securities Actin connection with any proposed sale pursuant to Rule 144, at all timesand (iii) cooperate with any Holder and take such further actions as any Holder may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (x) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales 144. In furtherance of the Registrable Securities)foregoing, so long as such rules may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the Commission. Upon the reasonable request of party hereto owns any Holder of Registrable Securities, the Company will deliver furnish to such Holder Person forthwith upon reasonable request a written statement by the Company as to whether its compliance with the reporting requirements of Rule 144 (at any time commencing ninety (90) days after the effective date of the first registration filed by the Company for an offering of the Company’s securities to the general public), the Securities Act and the Exchange Act (at any time after it has complied with such information requirements, and, if not, become subject to the specific reasons for non-compliancereporting requirements of the Exchange Act).