Common use of Rules 144 and 144A Clause in Contracts

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (or, if the Company thereafter is no longer required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and 144A under the Securities Act), and 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 (i) Rule 144 or 144A or Regulation S 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. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rules 144, 144A or Regulation S under the Securities Act), and it 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 limitation of the exemptions provided by (i) Rule 144 or Rules 144, 144A or Regulation S 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. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 Commission thereunder (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable SecuritiesSecurities after the date that is the second anniversary of the date hereof, make publicly available other information so long as necessary to permit sales pursuant to Rule Rules 144 and or 144A under the Securities Act), and it 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 limitation of the exemptions provided by (i) Rule Rules 144 or 144A or Regulation S 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 SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereofrequirements.

Rules 144 and 144A. The Company Issuer covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (or, if the Company thereafter Issuer is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable SecuritiesSecurities after the transfer date, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and or 144A under the Securities Act), and it 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 limitation of the exemptions provided by (i) Rule 144 or 144A or Regulation S 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. Upon the request of any Holder holder of Registrable Securities, the Company Issuer will deliver to such Holder holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 Securities and Exchange Commission thereunder (orin a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder or beneficial owner of Registrable SecuritiesWarrants, make publicly available other such information so long as necessary to permit sales pursuant to Rule 144 and 144A under the Securities Act), and . The Company further covenants that it will take such further action as any Holder holder or beneficial owner of Registrable Securities Warrants may reasonably request, all to the extent required from time to time to enable such Holder holder or beneficial owner to sell Registrable Securities Warrants without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 or 144(k) and Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon Securities and Exchange Commission (it being expressly understood that the request foregoing shall not create any obligation on the part of any Holder of Registrable Securities, the Company will deliver to file periodic or other reports under the Exchange Act at any time that it is not then required to file such Holder a written statement as reports pursuant to whether it has complied with such requirements and, if not, the specifics thereofExchange Act).

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, it will shall timely file 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 SEC Commission thereunder (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 information) and 144A under the Securities Act), and it 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 limitation of the exemptions provided by (ia) Rule 144 or 144A or Regulation S under the Securities Act, as such Rules Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such the requirements and, if not, the specifics thereofof this Section 2.10.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other such necessary information for so long as necessary to permit sales pursuant to Rule 144 and Rules 144, 144A or Regulation S under the Securities Act), and it 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 Registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Rules 144, 144A or Regulation S 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. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 Commission thereunder (orin a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other such information so long as necessary to permit sales pursuant to Rule 144 and 144A and/or 144A, as applicable, under the Securities Act), and . The Company further covenants 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 (ia) Rule 144 or 144A or Regulation S and/or Rule 144A, as applicable, under the Securities Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereofCommission.

Rules 144 and 144A. The After the Initial Public Offering, the Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, it will shall timely file the reports required to be filed by it under the Securities 1933 Act and the Exchange 1934 Act (including but not limited to the reports under sections 13 and 15(d) of the 1934 Act referred to in subparagraph (c) of Rule 144 adopted by the Commission under the 1933 Act) and the rules and regulations adopted by the SEC thereunder Commission thxxxxxxxx (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 information) and 144A under the Securities Act), and it 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 1933 Act within the limitation of the exemptions provided by (ia) Rule 144 or and Rule 144A or Regulation S under the Securities 1933 Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such the filing requirements and, if not, the specifics thereofof this Section 15.7.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, it Parties covenant that they will 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 (or, if the Company thereafter is no longer Parties are not required to file such reports, it they will, upon the request of any Holder holder of Registrable Securities, make publicly available other such necessary information for so long as necessary to permit sales pursuant to Rule 144 and Rules 144, 144A or Regulation S under the Securities Act), and it they 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 Registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Rules 144, 144A or Regulation S 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. Upon the request of any Holder holder of Registrable Securities, the Company Parties will deliver to such Holder holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, it will shall timely file 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 SEC Commission thereunder (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 information) and 144A under the Securities Act), and it 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 to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 or and Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to to, time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such the filing requirements and, if not, the specifics thereofof this Section 6.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (orin a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make publicly available other such information so long as is necessary to permit sales pursuant to Rule 144 and 144A under the Securities Act). The Company further covenants that, and for so long as any Registrable Securities remain outstanding, it will use its best efforts to 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 (ia) Rule 144 144(k) or Rule 144A or Regulation S under the Securities Act, as such Rules rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject Issuers covenant that they will use their commercially reasonable efforts to the periodic reporting requirements of the Exchange Act, it will file the reports required required, if any, to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder (orin a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company thereafter is no longer Issuers are not required to file such reports, it they will, upon the request of any Holder Holder, or beneficial owner, of Registrable SecuritiesNotes that are "restricted securities" within the meaning of Rule 144 and are not saleable pursuant to Rule 144(k), make publicly available other such information so long as necessary to permit sales pursuant to Rule 144 and 144A under the Securities Act), and it . The Issuers further covenant that for so long as any Registrable Notes remain outstanding they will take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required request 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 (ia) Rule 144 or 144(k) and Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereofCommission.

Rules 144 and 144A. The Company Issuer covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, that it will file the reports reports, if any, required to be filed by it under pursuant to the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (orin a timely manner and, if at any time the Company thereafter Issuer is no longer not required to file such reports, it will, upon the request of any Holder of Registrable Transfer Restricted Securities, make publicly available other information so long as necessary with respect to it required by Rule 144 and Rule 144A under the Securities Act in order to permit sales pursuant to Rule 144 and 144A under the Securities Act), and Rule 144A. The Issuer further covenants that it will take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 or and Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon The obligations of the request Issuer to furnish information under this Section 8 shall expire upon either the consummation of any Holder the Exchange Offer or the full and complete performance of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereofIssuer's registration obligations under this Agreement.

Rules 144 and 144A. The Company Arris covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (or, if the Company thereafter Arris is no longer not required to file such reports, it will, upon the request of any Holder not less than a majority of the Holders of Registrable SecuritiesSecurities or of Seller or any of its Affiliates that are Holders after the transfer date, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and or 144A under the Securities Act), and it will take such further action as any Holder not less than a majority of the Holders of Registrable Securities or Seller or any of its Affiliates that are Holders may reasonably request, all to the extent required from time to time to enable such Holder Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or 144A or Regulation S 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. Upon the request of any Holder of Registrable Securities, the Company Arris 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 and 144A. Regulation S. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 (or, if the Company thereafter is no longer not required to file such reports, it will, upon the reasonable request of any Holder of Registrable Securities, make publicly available other such necessary information for so long as necessary to permit sales pursuant to Rule 144 and Rules 144, 144A or Regulation S under the Securities Act), and 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 Registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Rules 144, 144A or Regulation S 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. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Rules 144 and 144A. The After the Initial Public Offering the Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, it will shall timely file 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 SEC Commission thereunder (or, if the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 information) and 144A under the Securities Act), and it 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 limitation of the exemptions provided by (ia) Rule 144 or and Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such the filing requirements and, if not, the specifics thereofof this Section 3.7.

Rules 144 and 144A. The Company covenants that, from and after the time it becomes subject to the periodic reporting requirements of the Exchange Act, 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 Securities and Exchange Commission thereunder (orin a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company thereafter is no longer not required to file such reports, it will, upon the request of any Holder holder or beneficial owner of Registrable SecuritiesWarrants, make publicly available other such information so long as necessary to permit sales pursuant to Rule 144 and 144A under the Securities Act), and . The Company further covenants that it will take such further action as any Holder holder or beneficial owner of Registrable Securities Warrants may reasonably request, all to the extent required from time to time to enable such Holder holder or beneficial owner to sell Registrable Securities Warrants without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 or 144(k) and Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereofSecurities and Exchange Commission.