Rules 144. The Company covenants that it will 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, and it will 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 within the limitation of the exemption provided by (a) Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.
Rules 144. 1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act, and in no event shall JPMS effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS’s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period, with the initial filing made on the date on which the first order to sell Stock is placed by JPMS hereunder. JPMS acknowledges that Seller is an affiliate of the Issuer for purposes of Rule 144. JPMS DiamondOursurance, LLC acknowledges that standard certifications and legal opinions will be necessary to effect sales under Rule 144 and to remove the legends.
Rules 144. The Parent covenants that it will 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 Commission thereunder (or, if the Parent is not required to file such reports, it will, upon the reasonable request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144), all to the extent required from time to time to enable the Holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of a Holder, the Parent will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.
Rules 144. The Company shall use its best efforts to file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act (including but not limited to the reports under sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 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 Participating Investor, make publicly available other information) and will take such further action as such Investor may reasonably request, all to the extent required from time to time to enable such Participating Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Investor, the Company will deliver to such Investor a written statement as to whether it has complied with the requirements of this Section 4.
Rules 144. The Company agrees, for so long as any Registrable Securities remain outstanding and during any period in which the Company is subject to Section 13 or Section 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Registrable Securities pursuant to Rule 144 of the Securities Act.
Rules 144. 1. JPMS agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 under the Securities Act, and in no event shall JPMS effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMS’s sales under this Sales Plan and those notified to JPMS pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMS will be responsible for completing and filing on behalf of the Seller the required Form 144s that Seller shall execute and provide, as requested by JPMS. Seller understands and agrees that JPMS shall make one Form 144 filing at the start of each three-month period, with the initial filing made on the date on which the first order to sell Stock is placed by JPMS hereunder. JPMS
Rules 144. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and it will, take such further action as any Holder of Transfer Restricted Securities shall reasonably request to enable such holder to sell such securities without registration, including, without limitation, making publicly available the information necessary to permit sales of their securities pursuant to Rules 144. Notwithstanding the foregoing, nothing in this Section 5 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. The Company shall upon written request of a Holder of Registrable Securities deliver to such Holder a written statement as to its compliance with such request.
Rules 144. The Company covenants that it shall file the reports required to be filed by it under the Act and the Exchange Act in a timely manner so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon request of any Holder or beneficial owner of Transfer Restricted Securities, make available such information necessary to permit sales pursuant to Rule 144. The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Act within the limitation of the exemptions provided by Rule 144. Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.
Rules 144. If any Holder shall transfer any Transfer Restricted Securities pursuant to Rule 144 under the Securities Act, he Company shall cooperate, to the extent commercially reasonable, with such Holder and shall provide to such Holder such information and take such other actions as such Holder may reasonably request.
Rules 144. The Company shall 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 (or, if the Company is not required to file such reports, it will, upon the request of any Sea Trade Party, use commercially reasonable efforts to make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144 under the Securities Act, as such rule may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will take such further action as any Sea Trade Party may reasonably request to the extent required from time to time to enable the Sea Trade Parties to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. The Company shall furnish to any Sea Trade Party, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, as applicable, and/or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3, Form S-3 or any successor form, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company (if not otherwise available via the SEC’s Xxxxx website), and (iii) such other information as may be reasonably requested in availing any Sea Trade Party of any rule or regulation of the SEC which permits the selling of any such securities without registration under the Securities Act.
