Common use of Rule 144; Rule 144A Reporting Clause in Contracts

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders and other 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: (a) 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c) so long as any Shareholders or other Holders own any Registrable Securities, furnish to the Shareholders or such other Holders 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 Shareholders or other Holders may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d) 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.

Appears in 7 contracts

Sources: Registration Rights Agreement (Cascade Bancorp), Registration Rights Agreement (Cascade Bancorp), Securities Purchase Agreement (Cascade Bancorp)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other 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: (ai) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (cii) so long as any Shareholders the Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investor or such other Holders Holder forthwith upon request: (A) 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; (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents as the Shareholders Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (diii) to 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.

Appears in 7 contracts

Sources: Investment Agreement (FNB United Corp.), Investment Agreement (FNB United Corp.), Investment Agreement (Central Pacific Financial Corp)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Purchasers and other 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: (a1) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders a Purchaser or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders such Purchaser or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders Purchaser or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d3) to 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.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Anchor Investors and other 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: (a1) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders an Anchor Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders such Anchor Investor or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders Anchor Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d3) to 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.

Appears in 5 contracts

Sources: Investment Agreement (DBD Cayman, Ltd.), Investment Agreement (Anchorage Advisors, LLC), Investment Agreement (Hampton Roads Bankshares Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other 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 reasonable best efforts to: (a1) make and keep adequate and current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders the Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investor or such other Holders Holder forthwith upon request: (x) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under 144, the Securities Act, Act and of the Exchange Act; (y) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (z) such other reports and documents as the Shareholders Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; (3) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d4) 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.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/), Securities Purchase Agreement (Highlands Bankshares Inc /Va/)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders and other 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: (a) 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c) so long as any Shareholders or other Holders own any Registrable Securities, furnish to the Shareholders or such other Holders 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 Shareholders or other Holders may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d) 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.

Appears in 4 contracts

Sources: Registration Rights Agreement (Hedy Holding CO LTD), Registration Rights Agreement (Focus Media Holding LTD), Registration Rights Agreement (Visionchina Media Inc.)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders and other 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: (a) 10.1 make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c) 10.2 so long as any Shareholders or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders or such other Holders Holder(s) forthwith upon request: (a) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, Act and of the Exchange Act; (b) a copy of the most recent annual or quarterly report of the Company; and (c) such other reports and documents as the Shareholders or other Holders Holder(s) may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d) 10.3 to 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.

Appears in 3 contracts

Sources: Registration Rights Agreement (First Federal Bancshares of Arkansas Inc), Registration Rights Agreement (First Federal Bancshares of Arkansas Inc), Registration Rights Agreement (First Federal Bancshares of Arkansas Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders CapGen and other 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: (a1) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders CapGen or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders CapGen or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders CapGen or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d3) to 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.

Appears in 3 contracts

Sources: Investment Agreement (Hampton Roads Bankshares Inc), Investment Agreement (Hampton Roads Bankshares Inc), Investment Agreement (Hampton Roads Bankshares Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other 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: (a1) make and keep adequate and current 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 effective date of this Agreement; (b2) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c3) so long as any Shareholders the Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investor or such other Holders 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 Shareholders Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d4) 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.

Appears in 3 contracts

Sources: Securities Purchase Agreement (United Community Financial Corp), Securities Purchase Agreement (Intermountain Community Bancorp), Securities Purchase Agreement (Intermountain Community Bancorp)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other 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 commercially reasonable best efforts to: (a1) make and keep adequate and current 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 effective date of this Agreement; (b2) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c3) so long as any Shareholders the Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investor or such other Holders 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, 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 Shareholders Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d4) 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.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc), Securities Purchase Agreement (Eastern Virginia Bankshares Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investors and other 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: (a1) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b2) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c3) so long as any Shareholders an Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders such Investor or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the CompanyCompany (if not otherwise available via ▇▇▇▇▇); and (z) such other reports and documents filed with the SEC (if not otherwise available via ▇▇▇▇▇) as the Shareholders such Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d4) to 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.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Atlantic Capital Bancshares, Inc.), Stock Purchase Agreement (First Security Group Inc/Tn)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other Holders each Holder 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 commercially reasonable efforts to: (a1) make and keep adequate and current 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 effective date of this Agreement; (b2) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c3) so long as any Shareholders the Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investor or such other Holders 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, 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 Shareholders Investor or other Holders such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d4) 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.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Mackinac Financial Corp /Mi/), Securities Purchase Agreement (Mackinac Financial Corp /Mi/)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Anchor Investors and other 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: (a1) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders the Anchor Investors or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Anchor Investors or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders Anchor Investors or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d3) to 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.

Appears in 2 contracts

Sources: Investment Agreement (Hampton Roads Bankshares Inc), Investment Agreement (Hampton Roads Bankshares Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investors and other 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: (a1) 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders the Investors or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investors or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders Investors or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d3) to 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.

Appears in 2 contracts

Sources: Investment Agreement (Sterling Financial Corp /Wa/), Investment Agreement (Sterling Financial Corp /Wa/)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Purchasers and other 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: (a1) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c2) so long as any Shareholders the Purchasers or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Purchasers or such other Holders Holder forthwith upon request: (x) 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; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders Purchasers or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d3) to 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.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Hampton Roads Bankshares Inc), Securities Purchase Agreement (Hampton Roads Bankshares Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other 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: (ai) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (cii) so long as any Shareholders the Investor or other Holders own a Holder owns any Registrable Securities, furnish to the Shareholders Investor or such other Holders Holder forthwith upon request: (x) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, Act and of the Exchange Act; (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as the Shareholders Investor or other Holders Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (diii) to 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.

Appears in 1 contract

Sources: Investment Agreement (First Federal Bancshares of Arkansas Inc)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders Investor and other Holders the benefits of certain rules and regulations of the SEC which that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) make and keep public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c) so long as any Shareholders the Investor or other Holders own any Registrable Securities, furnish to the Shareholders Investor or such other Holders 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 Shareholders Investor or other Holders may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (d) 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.

Appears in 1 contract

Sources: Standby Purchase Agreement (Village Bank & Trust Financial Corp.)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders and other Holders Purchaser 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: (ai) make and keep adequate current public information with respect to the Company 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (cii) so long as any Shareholders or other Holders own the Purchaser owns any Registrable Securities, furnish to the Shareholders or such other Holders Purchaser forthwith upon request: (A) 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; (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents as the Shareholders or other Holders Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration; and (diii) take such further action as any Holder Purchaser may reasonably request, all to the extent required from time to time to enable such Holder Purchaser to sell Registrable Securities without registration under the Securities Act.

Appears in 1 contract

Sources: Stock Purchase Agreement (Middlefield Banc Corp)

Rule 144; Rule 144A Reporting. With a view to making available to the Shareholders and other Holders the benefits of certain rules and regulations of the SEC Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to: (a) make and keep adequate current 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 effective date of this Agreement; (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and 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) and the Securities Act); (c) so long as any Shareholders or other the Holders own any Registrable Securities, furnish to the Shareholders or such other Holders forthwith upon request: (i) 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; (ii) a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents as the Shareholders or other such Holders may reasonably request in availing itself themselves of any rule or regulation of the SEC allowing it them to sell any such securities without registration; and (dc) to 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.

Appears in 1 contract

Sources: Stockholder Rights Agreement (Carver Bancorp Inc)