RULES 144 AND 145 Sample Clauses

RULES 144 AND 145. The following three paragraphs shall only apply to Sellers who are subject to Rules 144 and 145.
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RULES 144 AND 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144.
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RULES 144 AND 145. The following three paragraphs shall only apply to the Total Plan Shares to the extent sales are made pursuant to Rules 144 and 145.
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RULES 144 AND 145. NewGen shall, prior to the Effective Time, cause to be delivered to PCPI a statement representing that they have knowledge of Rule 144 and the effect of this Rule on the shares being issued pursuant to this Merger. NewGen shall, prior to the Effective Time, cause to be delivered to PCPI a list identifying all persons who were, in its opinion, at the time of the special meeting of NewGen shareholders to be held in accordance with Section 4.5 hereof, "affiliates" of NewGen for purposes of Rule 144 promulgated by the Commission under the Securities Act. NewGen shall cause each person who is identified as an "affiliate" in the list furnished pursuant to this Section to execute a written agreement at or prior to the Effective Time, in a form satisfactory to PCPI (a "Satisfactory Affiliate Agreement"), that such person will not offer or sell or otherwise dispose of any of the shares of PCPI Common Stock issued to such person pursuant to this Agreement in violation of the Securities Act or the rules and regulations promulgated by the Commission thereunder. Such statement shall be in a form provided by PCPI at least two days prior to the Effective Time and shall be in a form reasonably satisfactory to NewGen.
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RULES 144 AND 145. With a view to making available to the Stockholders the benefits of Rules 144 and 145 promulgated under the Securities Act, and any other similar rules and regulations of the SEC which may at any time permit the Stockholders to sell or distribute without registration the AirNet Common Shares received as Merger Consideration hereunder, AirNet agrees to file with the SEC in a timely manner all reports and other documents required to be filed by it under the Exchange Act.
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RULES 144 AND 145. Each ECAC and DAR Shareholder shall furnish written acknowledgement that the shares are subject to the restrictions of Rules 144 and 145 as promulgated by the Securities and Exchange Commission; that such shareholder intends to comply with the requirements of said Rules; and a written representation warranty that none of the restricted shares held by present stockholders of ECAC and DAR will be offered for sale, except in compliance with said Rules.
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RULES 144 AND 145. The Selling Stockholders acknowledge and agree that the Consideration Shares must be held indefinitely unless such Stock is resold in accordance with the provisions of Regulation S or pursuant to a subsequent registration under the Securities Act, or an exemption from such registration is available. The Selling Stockholders further agree not to engage in hedging transactions with regard to the Consideration Shares unless in compliance with the Securities Act. The Selling Stockholders have been advised or are aware of the provisions of Rules 144 and 145 promulgated under the Securities Act as in effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the issuer, the resale occurring following the required holding period under Rule 144 and/or 145, and the number of shares being sold during any three-month period not exceeding specified limitations.
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RULES 144 AND 145. 1. JPMSI agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 or 145 under the Securities Act, and in no event shall JPMSI effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming JPMSI's sales under this Sales Plan and those of which JPMSI is notified pursuant to Paragraph B.3 are the only sales subject to that limitation. JPMSI will be responsible for completing and filing on behalf of the Seller the required Form 144s. Seller understands and agrees that JPMSI shall make one Form 144 filing either (a) at the start of each three-month period with the initial filing made on the date of the first sale of Stock hereunder, or (b) at the time of each individual sale.
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Related to RULES 144 AND 145

  • Rules 144 and 144A The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

  • Rules 144 and 144A and Regulation S 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 Holder, 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, Rule 144A or Regulation S under the Securities Act, as such rules 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 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 in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 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, 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.

  • Rule 144 and Rule 144A For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act.

  • Rule 144 Sale Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities held by any Holder (i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule 144).

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

  • Rule 144 Transfers If the transfer is being effected pursuant to Rule 144:

  • Rule 144 Reporting With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

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