Common use of Rule 144 Clause in Contracts

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it The Company shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act or the Securities Act (including, without limitation, including but not limited to the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c) of Rule 144)144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any holder of Registrable Securities, make publicly available other information) and shall will take such further action as any holder of Registrable Securities 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 within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such requirementsthe requirements of this Section 4.

Rule 144. The Company covenants that (ai) Each of the Issuers covenants so long as it remains subject to the holders reporting provisions of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall will timely file the reports required to be filed by it under the Exchange Securities Act or the Securities Exchange Act (including, without limitationbut not limited to, the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 under the Securities Act), and shall (ii) will take such further action as any holder Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (A) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it The Company shall timely file the reports required to be filed by it under the Exchange 1933 Act or and the Securities 1934 Act (including, without limitation, including but not limited to the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c) of Rule 144)144 adopted by the SEC under the 0000 Xxx) and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will, upon the request of any holder of Registrable Securities, make publicly available other information) and shall will take such further action as any holder of Registrable Securities 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 1933 Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such requirementsthe requirements of this Section 7.1.

Rule 144. (a) Each of At all times after the Issuers covenants Corporation has filed a registration statement with the Securities and Exchange Commission pursuant to the holders requirements of Registrable either the Securities that to the extent it shall be required to do so under Act or the Exchange Act, it the Corporation shall timely file the all reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 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 of Registrable Securities Holder may reasonably request, including (i) instructing the transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144 (to the extent such removal is permitted under Rule 144 and other applicable law), and (ii) cooperating with the Holder of such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates representing such securities, in such denominations and registered in such names as such Holder may 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 limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144. Upon request, the Issuers Corporation shall deliver to such holder any Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers and the Guarantor covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers and the Guarantor shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants covenant to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the any reports required to be filed by it under the Securities Act and the Exchange Act or Act, and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales of the Registrable Securities under Rule 144 under the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144Act), and shall it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or similar provision or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers shall Company will deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Partnership covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it the Partnership shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 adopted by the Commission under the Securities Act), and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s 's sale pursuant to Rule 144, the Issuers Partnership shall deliver to advise such holder a written statement in writing as to whether they have the Partnership has complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required use its best efforts to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Securities Exchange Act or of 1934, as amended, and the Securities Act (including, without limitation, the reports under Section 13 rules and 15(d) regulations of the Exchange Act referred Commission thereunder if and when the Company becomes obligated to in subparagraph file such reports (c)(1) or, if the Company ceases to be required to file such reports, it shall, upon the request of Rule 144any Holder, make publicly available other information), and shall it shall, if feasible, take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Securities Act, as such Rule may be amended from time to time or (ii) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. Upon the written request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities The Company agrees that to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitationbut not limited to, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 under the Securities Act), and shall take such further action as any holder Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitations of the exemption exemptions provided by Rule 144, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Transfer Restricted Securities in connection with that holder’s the Holder's sale pursuant to Rule 144, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Issuer covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall the Issuer will use its reasonable best efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Issuer shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the The Issuers covenants covenant to the holders of Registrable Securities that to the extent it they shall be required to do so under the Exchange Act, it the Issuers shall timely file the reports required to be filed by it them under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 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 of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities or Exchange Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 adopted by the Commission under the Securities Act), and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144144 under the Securities Act, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s 's sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Issuers covenants Exchange Act or a registration statement pursuant to the holders requirements of Registrable the Securities Act following the date hereof, the Company covenants that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)and the rules and regulations adopted by the SEC thereunder, and shall it will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell shares of Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of After an Initial Public Offering, the Issuers covenants Corporation shall (i) use reasonable best efforts to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act or the Securities Act in a timely manner (including, without limitation, including the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall (ii) take such further action as any holder of Registrable Securities may reasonably request, and (iii) furnish to each holder of Registrable Securities forthwith upon written request, (A) a written statement by the Corporation as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Corporation, and (C) such other reports and documents so filed by the Corporation as such holder may reasonably request in availing itself of Rule 144, 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 limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers Corporation shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Issuer covenants to the holders of Registrable Securities that (i) it will comply with Section 4.3 of the Indenture and (ii) to the extent it shall be required to do so under the Exchange Act, it shall the Issuer will use its reasonable best efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Issuer shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it The Issuer shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act or and the Securities Act rules and regulations adopted by the Commission thereunder (including, without limitation, including but not limited to the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c) of Rule 144), ) and shall will take such further action as the holder or any holder broker facilitating such sale may reasonably request to enable holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities such securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission, including filing on a timely basis all reports required to be filed by the Exchange Act. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Issuer will deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. The Company covenants that (ai) Each of the Issuers covenants so long as it remains subject to the holders reporting provisions of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall will timely file the reports required to be filed by it under the Exchange Securities Act or the Securities Exchange Act (including, without limitationbut not limited to, the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 under the Securities Act), and shall (ii) will take such further action as any holder of Registrable Securities Shareholder may reasonably request, all to the extent required from time to time to enable such holder Shareholder to sell Registrable Securities Merger Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144(A) Rules 144 and 145 under the Securities Act, as such Rules may be amended from time to time, or (B) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Shareholder, the Issuers shall Company will deliver to such holder Shareholder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it shall, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales of such Registrable Securities in subparagraph (c)(1) of compliance with Rule 144144 under the Securities Act), and it shall take such further action as any holder of Registrable Securities may reasonably requestreasonable action, all to the extent required from time to time to enable such any holder of Registrable Securities to sell such Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such information and filing requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 adopted by the Commission under the Securities Act), and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144144 under the Securities Act, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each The Company covenants that from and after the IPO Effectiveness Date, but only for so long as the Company has a class of the Issuers covenants to the holders securities registered under Section 12 of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely (a) use its reasonable best efforts to file the any reports required to be filed by it under the Exchange Act or the Securities Act and (including, without limitation, the reports under Section 13 and 15(db) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder each Designated Holder of Registrable Securities may reasonably requestrequest (including providing any information necessary to comply with Rule 144 under the Securities Act), all to the extent required from time to time to enable such holder Designated Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Securities Act, as such rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. Upon The Company shall, upon the request of any holder Designated Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall deliver to such holder Designated Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. The Company covenants that, for the two years following the Closing Date, it shall (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the any reports required to be filed by it under the Securities Exchange Act or of 1934 and the Securities Act rules and regulations adopted by the Commission thereunder; (including, without limitation, the reports under Section 13 b) make and 15(d) of the Exchange Act referred to keep public information available as those terms are understood and defined in subparagraph (c)(1) of Rule 144), ; and shall (c) take such further action as any holder each Holder of Registrable Securities may reasonably requestrequest (including providing any information necessary to comply with Rules 144 and 144A), all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 or Rule 144A, as such rules may be amended from time to time, or (ii) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. Upon The Company shall, upon the request of any holder Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities The Company hereby agrees that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of any Purchaser, make publicly available other information so long as necessary to permit sales pursuant to Rule 144144 under the Securities Act), and shall it will take such further action as any holder of Registrable Securities Purchaser may reasonably request, all to the extent required from time to time to enable such holder each Purchaser to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Purchaser, the Issuers shall Company will deliver to such holder Purchaser a written statement as to whether they have it has complied with such information and requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders Holders of the Registrable Securities that the Company shall use its commercially reasonable efforts to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), 144 of the Securities Act) and shall take such further action as any holder of Registrable Securities may reasonably requestthe rules and regulations adopted by the Commission thereunder, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s Holder's sale pursuant to Rule 144, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it had complied with such requirements.

Rule 144. (a) Each The Escrow Issuer and, upon execution of the Issuers Joinder Agreement, the Company, CCO Capital and each Guarantor covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers and the Guarantors shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of The Issuer and the Issuers covenants Guarantors, jointly and severally, covenant to the holders of Registrable Securities that to the extent it any of the Issuer or any Guarantor shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 adopted by the Commission under the Securities Act), and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144144 under the Securities Act, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Issuer shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of CGG hereby covenants with the Issuers covenants to the holders of Registrable Securities Holders that if and to the extent it CGG shall be required to do so under the Exchange Act, it shall will timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitationbut not limited to, the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), 144 adopted by the SEC under the Securities Act) and shall take such further action as any holder of Registrable Securities the Holders 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 limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144the Holders, the Issuers CGG shall deliver to such holder the Holders a written statement as to whether they have CGG has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities The Company hereby agrees that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports -------- required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of any Purchaser, make publicly available other information so long as necessary to permit sales pursuant to Rule 144144 under the Securities Act), and shall it will take such further action as any holder of Registrable Securities Purchaser may reasonably request, all to the extent required from time to time to enable such holder each Purchaser to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Purchaser, the Issuers shall Company will deliver to such holder Purchaser a written statement as to whether they have it has complied with such information and requirements.

Rule 144. (a) Each of The Issuers and the Issuers covenants Guarantors covenant to the holders Holders of Registrable Securities that Transfer Restricted Securities, to the extent it any of them shall be required to do so under the Exchange Act, it shall to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, and the reports under Section 13 rules and 15(d) of regulations adopted by the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Commission thereunder, and shall take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Transfer Restricted Securities in connection with that holdersuch Holder’s sale pursuant to Rule 144, the Issuers and the Guarantors shall deliver to such holder Holder a written statement as to whether they have complied with such requirements.

Rule 144. (a) Each of At all times during which the Issuers covenants Company is subject to the holders periodic reporting requirements of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company covenants that it shall will file, on a timely file basis, the reports required to be filed by it under the Securities Act and the Exchange Act or and the Securities Act rules and regulations adopted by the SEC thereunder, and it will take such further action as Holder may reasonably request (including, without limitation, compliance with the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) current public information requirements of Rule 144144(c) and Rule 144A under the Securities Act), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption conditions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, (b) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (c) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers shall Company will deliver to such holder a written statement as to whether they have verifying that it has complied with such information requirements.

Rule 144. (a) Each of the Issuers The Partnership covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Partnership is not required to in subparagraph (c)(1) file such reports, it will, upon the reasonable request of the Holders, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144144 under the Securities Act), and shall it will take such further action as any holder of Registrable Securities the Holders may reasonably request, all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities without registration Registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144a Holder, the Issuers shall Partnership will deliver to such holder Holder a written statement as to whether they have it has complied with such requirementsrequirements and, if not, the specifics thereof.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities The Company hereby agrees that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of the Purchasers, make publicly available other information so long as necessary to permit sales pursuant to Rule 144144 under the Securities Act), and shall it will take such further action as any holder of Registrable Securities Purchaser may reasonably request, all to the extent required from time to time to enable such holder each Purchaser to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Purchaser, the Issuers shall Company will deliver to such holder Purchaser a written statement as to whether they have it has complied with such information and requirements.

Rule 144. (a) Each of the Issuers The Issuer covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Issuer is not required to in subparagraph (c)(1) file such reports, it will, upon the request of any Holder, make publicly available such information so long as necessary to permit sales of Registrable Securities pursuant to Rule 144), and shall it will take such further action as any holder Holder of Registrable Securities (or, if the Issuer is not required to file reports as provided above, any Holder) may reasonably request, all to the extent required from time to time to enable such holder Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Issuer will deliver to such holder Holder a written statement as to whether they have it has complied with such requirementsrequirements and, if not, the specifics thereof.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), 144 adopted by the Commission under the Securities Act) and shall take such further action as any holder of Registrable Securities may reasonably requestthe rules and regulations adopted by the Commission thereunder, 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 limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of The Issuer covenants that, after the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange ActInitial Public Offering, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the Commission thereunder (or, if the Issuer is not required to in subparagraph (c)(1) file such reports, it will, upon the request of Rule 144), and shall take such further action as any holder Holder of Registrable Shares, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities may reasonably requestAct), all to the extent required from time to time to enable such holder Holders to sell Registrable Securities Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Shares, the Issuers shall Issuer will deliver to such holder Holder a written statement as to whether they have it has complied with such requirementsthe requirements hereof.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 adopted by the Commission under the Securities Act), and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s 's sale pursuant to Rule 144, the Issuers Company shall deliver to advise such holder a written statement in writing as to whether they have the Company has complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely The Company will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred if there are outstanding securities of the Company which have been offered in a registered public offering (or, if the Company is not required to in subparagraph (c)(1file such reports, will, upon the request of any holder of Registrable Securities, make publicly available other information) of Rule 144), and shall will take such further action as any holder of Registrable Securities 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 within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the - Securities Act, as such Rule Shareholder Rights Agreement ---------------------------- may be amended from time to time, or (b) any similar or successor rule or regulation - hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s 's sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 adopted by the Commission under the Securities Act), and shall take such further action as any holder of Registrable Securities 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 within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers Company shall deliver to advise such holder a written statement in writing as to whether they have the Company has complied with such requirements.

Rule 144. (a) Each The Escrow Issuer and, upon execution of the Issuers Joinder Agreement, each of the Company and CCOH Capital covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 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 of Registrable Securities 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 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required use its reasonable efforts to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Securities Exchange Act or of 1934, as amended, and the Securities Act (including, without limitation, the reports under Section 13 rules and 15(d) regulations of the Exchange Act referred Commission thereunder if and when the Company becomes obligated to in subparagraph file such reports (c)(1) or, if the Company ceases to be required to file such reports, it shall, upon the request of Rule 144any Holder, make publicly available other information), and shall it shall, if feasible, take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Securities Act, as such Rule may be amended from time to time or (ii) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. Upon the written request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.

Rule 144. (a) Each of the Issuers The Company covenants to the holders Holders of the Registrable Securities that the Company shall use its best efforts to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), 144 of the Securities Act) and shall take such further action as any holder of Registrable Securities may reasonably requestthe rules and regulations adopted by the Commission thereunder, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holderHolder’s sale pursuant to Rule 144, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it had complied with such requirements.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities The Obligor agrees that to the extent it shall be required to do so under the Exchange Act, it the Obligor shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitationbut not limited to, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144144 under the Securities Act), and shall take such further action as any holder Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitations of the exemption exemptions provided by Rule 144, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Transfer Restricted Securities in connection with that holder’s the Holder's sale pursuant to Rule 144, the Issuers Obligor shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements.