Rule 144 Eligibility. The Corporation agrees that, following the Expiration Date, until all the Registrable Shares have been sold under a registration statement or pursuant to Rule 144 under the Act, the Corporation shall use its best efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Shares to sell such securities under Rule 144.
Rule 144 Eligibility. Notwithstanding anything to the contrary herein, after the two year anniversary of the Initial Public Offering, upon becoming eligible to sell all of his or her shares pursuant to Rule 144, a Tag Along Holder shall no longer be eligible to participate in the Tag Along rights provided by this Section 4(a).
Rule 144 Eligibility. The Company will use all commercially reasonable efforts to keep current with respect to all of its public filings, and with respect to all other obligations, necessary to enable the purchasers of the Common Stock hereunder to be able to re-sell such Common Stock pursuant to Rule 144 promulgated under the Act.
Rule 144 Eligibility. The Company (i) has ceased to be a shell company as defined in Rule 405 of the 1933 Act, (ii) is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, (iii) has filed all reports and other materials required to be filed by Section 13 or Section 15(d) of the 1934 Act, as applicable, during the preceding 12 months, other than Form 8-K reports, and (iv) has filed current Form 10 information with the SEC reflecting its status as an entity that is no longer a shell company as defined in Rule 405 of the 1933 Act, and more than one year has elapsed from the date that the Company filed such Form 10 information with the SEC.
Rule 144 Eligibility. When the shares of Acquirer Common Stock issued in connection with the Mergers become eligible for resale under Rule 144 of the Securities Act, Acquirer will use its commercially reasonable efforts to provide any consents or legal opinions necessary to allow the Company Holders to sell the shares of Acquirer Common Stock issued in the Mergers, subject to trading windows, compliance with Acquirer’s xxxxxxx xxxxxxx policy, a copy of which as it exists as of the Agreement Date has been provided to Company’s counsel, and Applicable Law.
Rule 144 Eligibility. With a view to making available the benefits of Rule 144 of the Securities and Exchange Commission (the "Commission") which may at any time permit the sale of the Purchase Shares to the public without registration, ExecxXxxx xxxees to use its best efforts to file with the Commission in a timely manner all reports and other documents required of Buyer under the Act and the Exchange Act and will cooperate with Sellers in securing the necessary clearances from ExecxXxxx'x xxxnsfer agent, including the delivery by ExecxXxxx'x xxxnsel of appropriate opinions. If ExecxXxxx xxxll fail to file such reports and documents, or if for any other reason due to actions or inactions by ExecxXxxx, xx due to a change in Rule 144 or any successor rules or regulations, the Sellers are precluded from utilizing Rule 144 to sell the Purchase Shares, the two-year period for piggyback registration rights referred to in Section 3.06 shall be extended for the same period or periods that Sellers are so precluded from utilizing Rule 144.
Rule 144 Eligibility. With a view to making available to the Purchaser the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell Registrable Securities to the public without registration, the Company covenants and agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (i) the second anniversary of the Closing Date, (ii) six (6) months after such date as the Purchaser’s Registrable Securities may be resold pursuant to Rule 144(b) or any other rule of similar effect without volume restrictions or (iii) such date as the Purchaser’s Registrable Securities shall have been resold; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and (c) furnish to the Purchaser upon request, as long as the Purchaser owns any Registrable Securities, (i) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (ii) a copy of the Company’s most recent Annual Report on Form 20-F, except to the extent that such document is available from the SEC on its IDEA website and (iii) such other information as may be reasonably requested in order to avail the Purchaser of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.
Rule 144 Eligibility. Numerex covenants and agrees that it will timely file all reports required to be filed by it with the Securities and Exchange Commission under the Securities Exchange Act of 1934 until such time as all of the shares of Numerex Stock to be received by Transferor hereunder have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act of 1933 or such shares are otherwise freely tradable without restriction under the Securities Act of 1933.
Rule 144 Eligibility. The Company agrees that, if the Company is required to file reports under the Exchange Act, for so long as and to the extent necessary to permit any Investor to sell any Voting Securities pursuant to Rule 144, the Company will use its reasonable efforts to file, on a timely basis, all reports required to be filed with the SEC by it pursuant to Section 13 of the Exchange Act, furnish to the Investors upon request a written statement as to whether the Company has complied with such reporting requirements during the 12 months preceding any proposed sale under Rule 144 and otherwise use its reasonable efforts to permit such sales pursuant to Rule 144.
Rule 144 Eligibility. The Company is subject to the reporting requirements of the Exchange Act, has filed all required reports under Section 13 of the Exchange Act during the last 12 months and has filed current “Form 10 Information” (as that phrase is defined in Rule 144(i)(3) of the 0000 Xxx) with the SEC reflecting its status as an entity that is no longer subject to Rule 144(i)(1)(i) of the 1933 Act, and accordingly restricted securities of the Company are currently eligible to be sold in accordance with Rule 144 of the 1933 Act.
