Common use of Rules 144 and 144A Clause in Contracts

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, 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 written request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 7 contracts

Sources: Exchange and Registration Rights Agreement (Rite Aid Corp), Exchange and Registration Rights Agreement (Rite Aid Corp), Exchange and Registration Rights Agreement (Rite Aid Corp)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it 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 so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 6 contracts

Sources: Registration Rights Agreement (Oscient Pharmaceuticals Corp), Purchase Agreement (Lexar Media Inc), Registration Rights Agreement (Lexar Media Inc)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it 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 so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 4 contracts

Sources: Registration Rights Agreement (Landamerica Financial Group Inc), Registration Rights Agreement (Capitalsource Inc), Registration Rights Agreement (Capitalsource Holdings LLC)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it shall use its reasonable best efforts to file the reports required to be filed by it under the Securities 1933 Act and the Exchange 1934 Act in a timely manner and, if so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 4 contracts

Sources: Registration Rights Agreement (Vector Group LTD), Registration Rights Agreement (Smith & Wesson Holding Corp), Registration Rights Agreement (AFG Enterprises USA, Inc.)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it 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 so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Sources: Registration Rights Agreement (Delta Air Lines Inc /De/), Registration Rights Agreement (Vishay Intertechnology Inc)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it 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 so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing Nothing in this Section 8 6 shall be deemed to require the Company to register any of its securities pursuant to under the Exchange Act.

Appears in 2 contracts

Sources: Registration Rights Agreement (Ryerson Tull Inc /De/), Registration Rights Agreement (Kellwood Co)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it 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 so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules Rule 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 2 contracts

Sources: Registration Rights Agreement (Clearwire Corp), Registration Rights Agreement (Clearwire Corp)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it shall use its commercially reasonable best efforts to file the reports required to be filed by it under the Securities 1933 Act and the Exchange 1934 Act in a timely manner and, if so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Vector Group LTD)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it shall use its reasonable best efforts to file the reports required to be filed by it under the Securities 1933 Act and the Exchange 1934 Act in a timely manner and, if so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other the information so specified in Rule 144A(d)(4). The Company further covenants that, for as long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and 144A. So long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Sources: Registration Rights Agreement (American Real Estate Partners L P)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange 1934 Act in a timely manner and, if so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Mitel Networks Corp)

Rules 144 and 144A. So long as Transfer Restricted Securities remain outstanding, the The Company covenants that it shall use its commercially 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 so long as the Transfer Restricted Securities remain outstanding. If at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Transfer Restricted Securities, make publicly available other such information so long as necessary to permit sales of such Holder’s securities pursuant to Rules 144 and Rule 144A. So The Company further covenants that, for as long as any Transfer Restricted Securities remain outstanding, upon it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A. Upon the written request of any Holder of Transfer Restricted 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 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Appears in 1 contract

Sources: Registration Rights Agreement (Wild Oats Markets Inc)