SEC Rule 144 Sample Clauses

SEC Rule 144. In addition, Manager has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one year, and in certain cases two years, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Manager understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Manager remains an "affiliate" of the Company and "current public information" about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. Purchaser has been advised that SEC Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the meaning of Rule 144), subject to the lengthier market standoff agreement contained in Section 4 of this Agreement or any other agreement entered into by Purchaser. Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. In addition, Purchaser has been advised that SEC ------------ Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and --- paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 -------- may indefinitely restrict transfer of the Shares so long as Purchaser remains an "affiliate" of the Company or if "current public information" about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. Grantee understands that Rule 144 promulgated under the Securities Act may indefinitely restrict transfer of the Common Stock so long as Grantee remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. Purchaser understands that Rule 144 promulgated under the Securities Act may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. With a view to making available to the Holders the benefits of SEC Rule 144, PubCo covenants that it will (a) make available at all times information necessary to comply with SEC Rule 144, if SEC Rule 144 is available with respect to resales of the Registrable Securities under the Securities Act and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable them to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by SEC Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rule may be amended from time to time. Upon the request of any Holder, PubCo will deliver to such Holder a written statement as to whether PubCo has complied with such information requirements, and, if not, the specific reasons for non-compliance.

SEC Rule 144. If Purchaser is an “affiliate” for purposes of Rule 144 promulgated under the Securities Act, then in addition, Purchaser has been advised that Rule 144 requires that the Shares be held for a minimum of six months, and in certain cases one year, after they have been purchased and paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 may impose limitations on the volume of shares that can be sold, and may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

SEC Rule 144. Optionee has been advised that Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Shares and, in any event, requires that the Shares be held for a minimum of six (6) months, and in certain cases one (1) year, after they have been purchased and paid for (within the meaning of Rule 144). Optionee understands that use of a promissory note as payment for the Shares may not be deemed to be “full payment of the purchase price” within the meaning of Rule 144 unless certain conditions are met and that, accordingly, the Rule 144 holding period of such Shares may not begin to run until such Shares are fully paid for within the meaning of Rule 144. Optionee understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Optionee remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available. Optionee understands that, in the case of securities to which Rule 144 is not applicable, compliance with some other exemption under the Securities Act will be required.

SEC Rule 144. Sellers represent and warrant that the shares of Stock to be sold pursuant to this Sales Plan are eligible for sale under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and represent, warrant, covenant and agree as follows: a. Sellers may be deemed to be affiliates of the Company (within the meaning of Rule 144 promulgated pursuant to the Securities Act), and are therefore subject to the limitations set forth in Rule 144, including Rule 144(e)(5), regulating the number of shares that may be sold in any three month period. As a result, Broker is instructed to comply with Rule 144 when selling shares of Stock. Broker hereby acknowledges that it is familiar with Rule 144 and agrees to sell shares in accordance therewith. Sellers agree not to take, and agree not to cause any person or entity with which Sellers would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144, including without limitation the volume limitation of Rule 144(e). ▇. ▇▇▇▇▇▇▇ will execute and deliver to Broker Forms 144 in blank for the sales to be effected under this Sales Plan at such times and in such numbers as Broker shall request, and Broker agrees to complete and file such Forms 144 on behalf of Sellers as required by applicable regulation. Sellers understand and agree that Broker shall make one Form 144 filing at the beginning of each three-month period commencing on the first trading day of any Sales Period. c. The Forms 144 will include in the Remarks section substantially the following: “The shares covered by this Form 144 are being sold pursuant to a Rule 10b5-1 Sales Plan dated May 11, 2016, which is intended to comply with Rule 10b5-1. The representation herein regarding Sellers’ knowledge of material information speaks as of the adoption of that Sales Plan.” d. During the term of this Sales Plan, Sellers agree to promptly notify Broker in writing if Sellers are no longer subject to Rule 144. ▇. ▇▇▇▇▇▇▇ acknowledge that Broker will have no obligation to complete or file Forms 144 on behalf of Sellers for any sales made outside of this Sales Plan and that per Section 4.2, below, Sellers shall not effect any sales outside of this Sales Plan.