Common use of Rule 144A Clause in Contracts

Rule 144A. The Issuer covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 6 contracts

Samples: Exchange and Registration Rights Agreement (Laureate Education, Inc.), Exchange and Registration Rights Agreement (Tuition Finance, Inc.), Registration Rights Agreement (Samson Holdings, Inc.)

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Rule 144A. The Issuer covenants Issuers covenant and agrees agree that it they will use commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is Issuers are not required to file such reports, the Issuer Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 5 contracts

Samples: Registration Rights Agreement (Tesoro Logistics Lp), Registration Rights Agreement (Tesoro Corp /New/), Registration Rights Agreement (Tesoro Logistics Lp)

Rule 144A. The Issuer covenants and agrees that it will use commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect. For the avoidance of doubt, this requirement shall be deemed satisfied by the Issuer complying with Section 4.03 of the Indenture.

Appears in 5 contracts

Samples: Registration Rights Agreement (First Data Corp), Registration Rights Agreement (First Data Corp), Registration Rights Agreement (First Data Corp)

Rule 144A. The Issuer Company covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Company is not required to file such reports, the Issuer Company will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer Company further covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer Company is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 4 contracts

Samples: Registration Rights Agreement (Resolute Energy Corp), Registration Rights Agreement (Resolute Energy Corp), Registration Rights Agreement (Great Lakes Dredge & Dock CORP)

Rule 144A. The Issuer covenants and agrees that it will use commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 3 contracts

Samples: Registration Rights Agreement (West Corp), Registration Rights Agreement (West Corp), Registration Rights Agreement (First Data Corp)

Rule 144A. The Issuer Company covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Company is not required to file such reports, the Issuer Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 3 contracts

Samples: Registration Rights Agreement (Crestwood Midstream Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)

Rule 144A. The Issuer covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer further covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A 144A, unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 3 contracts

Samples: Registration Rights Agreement (LVB Acquisition, Inc.), Registration Rights Agreement (LVB Acquisition, Inc.), Registration Rights Agreement (LVB Acquisition, Inc.)

Rule 144A. The Issuer Company covenants and agrees that it will use commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Company is not required to file such reports, the Issuer Company will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer Company further covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer Company is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sungard Capital Corp Ii), Registration Rights Agreement (Sungard Capital Corp Ii)

Rule 144A. The Issuer Company covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Company is not required to file such reports, the Issuer Company will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available in a reasonable period of time such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuer Company further covenants and agrees, for so long as any Registrable Securities Notes remain outstanding outstanding, that it they will take such further reasonable action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144A unless under the Issuer is then subject Securities Act, as such Rules may be amended from time to Section 13 time, or 15(d(b) of any similar rule or regulation hereafter adopted by the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effectSEC.

Appears in 2 contracts

Samples: Registration Rights Agreement (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc)

Rule 144A. The Issuer Company covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Company is not required to file such reports, the Issuer Company will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer Company further covenants and agrees, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144A unless the Issuer Company is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Great Lakes Dredge & Dock CORP), Registration Rights Agreement (TUTOR PERINI Corp)

Rule 144A. The Issuer Partnership covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Partnership is not required to file such reports, the Issuer Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Crestwood Midstream Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)

Rule 144A. The Issuer covenants Company Issuers covenant and agrees agree that it they will use commercially reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is Company Issuers are not required to file such reports, the Issuer Company Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Company Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144A unless the Issuer is Company Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Graham Packaging PX, LLC), Registration Rights Agreement (Graham Packaging PX, LLC)

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Rule 144A. The Issuer covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is not required to file such reports, the Issuer will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information reasonably necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuer further covenants and agrees, for so long as any Registrable Securities Notes remain outstanding that it will take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144A unless under the Issuer is then subject Securities Act, as such Rules may be amended from time to Section 13 time, or 15(d(b) of any similar rule or regulation hereafter adopted by the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effectSEC.

Appears in 2 contracts

Samples: Registration Rights Agreement (Gaylord Container Corp /De/), Registration Rights Agreement (Gaylord Container Corp /De/)

Rule 144A. The Issuer covenants Company Issuers covenant and agrees agree that it they will use commercially reasonable efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is Company Issuers are not required to file such reports, the Issuer Company Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Company Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144A unless the Issuer is Company Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 2 contracts

Samples: Registration Rights Agreement (Associated Materials, LLC), Registration Rights Agreement (Associated Materials, LLC)

Rule 144A. The Issuer Each of the Issuers covenants and agrees that that, so long as Registrable Securities remain outstanding, it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the such Issuer is not required to file such reports, the such Issuer will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available annual reports and such information, documents and other reports of the type specified in Sections 13 and 15(d) of the Exchange Act, such information necessary to permit sales pursuant to Rule 144A. The Issuer Each of the Issuers further covenants and agrees, for so long as any Registrable Securities remain outstanding that 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 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.144A.

Appears in 1 contract

Samples: Registration Rights Agreement (Omnova Solutions Inc)

Rule 144A. The Issuer covenants Issuers covenant and agrees agree that it they will use commercially reasonable efforts to file the reports required to be filed by it either of them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is they are not required to file such reports, the Issuer Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144A unless the Issuer is Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Delek Logistics Partners, LP)

Rule 144A. The Issuer Company covenants and agrees that it will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer Company is not required to file such reports, the Issuer Company will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144 and Rule 144A. The Issuer Company further covenants and agrees, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144 and Rule 144A unless the Issuer Company is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144 and Rule 144A then in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Euramax International, Inc.)

Rule 144A. The Issuer covenants Issuers covenant and agrees agree that it they will use commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is Issuers are not required to file such reports, the Issuer Issuers will, upon the reasonable request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144A unless the Issuer is Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Dell Technologies Inc)

Rule 144A. The Issuer covenants Issuers covenant and agrees agree that it they will use commercially reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Issuer is Issuers are not required to file such reports, the Issuer Company Issuers will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuer covenants Issuers further covenant and agreesagree, for so long as any Registrable Securities remain outstanding that it they 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 limitation of the exemptions provided by Rule 144A unless the Issuer is Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Nalco Holding CO)

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