Rule 144 Limitations. The Seller is familiar with the provisions of Rule 144, which in substance permits the limited public resale of "restricted securities" acquired, directly or indirectly from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. The Seller further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the 1933 Act or compliance with a registration exemption would be required to sell the Shares received from Purchaser hereunder. With a view to making available the benefits of certain rules and regulations of the Commission, which may permit the sale to the public without registration of the shares of Purchaser being issued to the Seller pursuant to this Agreement, Purchaser agrees, for a period of two years following the Closing Date, to use reasonably diligent efforts to: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that Acquiring Corporation becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) file with the Commission in a timely manner all reports and other documents required of Acquiring Corporation under the Securities Act and the Exchange Act; and (c) so long as any of the Shareholders owns any shares of Parent Corporation Common Stock being issued pursuant to this Agreement, to furnish to the Shareholder forthwith upon request a written statement by Acquiring Corporation as to its compliance with the reporting requirements of Rule 144, a copy of the most recent annual or quarterly report of Acquiring Corporation and such other reports and documents of Acquiring Corporation and other information in the possession of or reasonably obtainable by Acquiring Corporation as the Shareholder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Shareholder to sell any such shares of Parent Corporation Common Stock without registration.
Rule 144 Limitations. The Holder understands and acknowledges that at the time it wishes to sell some or all of the Warrant Shares there may not be an active public market upon which to make such a sale. The Holder further understands that if all the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A or Regulation S under the Securities Act or some other registration exemption will be required to permit the Holder to sell the Warrant Shares.
Rule 144 Limitations. The Lender understands that Rule 144 does not apply to the Note. The Lender understands and acknowledges that at the time it wishes to sell the some or all of the Stock there may be no public market upon which to make such a sale, and that, even if such a public market upon which to make such a sale then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, the Lender may be precluded from selling the Stock under Rule 144 even if the one-year minimum holding period had been satisfied. The Lender further understands that (i) if all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A or Regulation S under the Securities Act or some other registration exemption will be required to permit the Lender to sale the Stock, and (ii) notwithstanding the fact that Rule 144 is not exclusive, the staff of the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.
Rule 144 Limitations. The Shareholder is familiar with the provisions of Rule 144, which in substance permits the limited public resale of "restricted securities" acquired, directly or indirectly from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions. The Shareholder further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the 1933 Act or compliance with a registration exemption would be required to sell the shares of Parent Corporation Common Stock received from Parent Corporation hereunder. With a view to making available the benefits of certain rules and regulations of the Commission, which may permit the sale to the public without registration of the shares of Parent Corporation Common Stock being issued to the Shareholder pursuant to this Agreement, Parent Corporation agrees, for a period of two years following the Closing Date, to use reasonably diligent efforts to:
Rule 144 Limitations. Each Purchaser understands and acknowledges that at the time it or he wishes to sell some or all of its or his Shares, there may not be an active public market upon which to make such a sale, and that, even if such an active public market upon which to make such a sale then exists, Hypercom may not be satisfying the current public information requirements of Rule 144. In such event, each Purchaser understands that it or he may be precluded from selling its or his Shares under Rule 144 even if the one-year minimum holding period has been satisfied or such Shares registered. Each Purchaser further understands that (i) if all of the requirements of Rule
