Common use of Qualification for Rule 144 Sales Clause in Contracts

Qualification for Rule 144 Sales. The Company will use commercially reasonable efforts to take all actions necessary to comply with the filing requirements described in Rule 144(c) (1) so as to enable Philips to sell Registrable Securities without registration under the Securities Act and, upon the written request of Philips, the Company will promptly deliver to Philips a written statement as to whether it has complied with such filing requirements. In connection with any sale, transfer or other disposition by Philips of any Registrable Securities pursuant to Rule 144 under the Securities Act, upon delivery to the Company of an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or of other legal counsel that (to the Company’s reasonable satisfaction) is knowledgeable in securities laws matters to the effect that such disposition of Registrable Securities may be effected without registration under the Securities Act, the Company shall cooperate with Philips to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Philips may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities hereunder.

Qualification for Rule 144 Sales. The Company will use commercially reasonable efforts to take all actions necessary to comply with the filing requirements described in Rule 144(c) (1144(c)(1) so as to enable Philips to sell Registrable Securities without registration under the Securities Act and, upon the written request of Philips, the Company will promptly deliver to Philips a written statement as to whether it has complied with such filing requirements. In connection with any sale, transfer or other disposition by Philips of any Registrable Securities pursuant to Rule 144 under the Securities Act, upon delivery to the Company of an opinion of ▇▇▇▇▇▇▇▇ Sullivan & ▇▇▇▇▇▇▇▇ Cromwell or of other legal counsel that (to the Company’s reasonable satisfaction's ▇▇▇▇▇▇▇▇le ▇▇▇▇▇▇▇▇tion) is knowledgeable in securities laws matters to the effect that such disposition of Registrable Securities may be effected without registration under the Securities Act, the Company shall cooperate with Philips to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as Philips may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities hereunder.