definiens: within the meaning of Rule 144(a)(3 ) under the Securities Act, Parent will use its reasonable best efforts ( a ) to timely file allreports required to be filed by Parent after the date hereof under the Exchange Act ( including the reports pursuant toSection 13(a ) or 15(d ) of the Exchange Act referred to in subparagraph ( c)(1 ) of Rule 144 ) and the rules and regulations adoptedby the SEC thereunder ), and ( b ) if Parent is not required to file reports pursuant to such sections, it will prepare and furnish to theShare Recipients and make publicly available in accordance with Rule 144(c ) such information as is required for the ShareRecipients to sell the Closing Consideration and Deferred Consideration under Rule 144, all to the extent required from time totime to enable the Share Recipients to sell Parent Consideration Stock without registration under the Securities Act within thelimitation of the exemptions provided by Rule 144