AMEX Approval. In August 2004, the Company announced its consummation of the acquisition of Media Billing Company, LLC and its wholly owned subsidiary Internet Billing Company LLC (“iBill”), pursuant to the terms of a securities purchase agreement, dated July 22, 2004, as amended (the “iBill Purchase Agreement”). On September 20, 2004, the Company received a notice from the AMEX of its intention to de-list the Company’s Common Stock from trading on the AMEX, pending a hearing requested by the Company. The delisting notice stated, among other things, that the Company failed to furnish certain necessary information to the AMEX concerning iBill and that the iBill Acquisition raised certain public interest concerns. On September 23, 2004, the Company agreed to rescind the closing of the iBill Acquisition. However, the iBill Purchase Agreement continues to remain in full force and effect. As a result of its agreement to rescind the closing of the iBill Acquisition, pending the resolution of all listing eligibility issues and AMEX approvals, the staff of the AMEX agreed to withdraw its notice of intent to de-list the Company’s securities. The Company shall use its best efforts to furnish the information requested by the AMEX on a timely basis and is hopeful that the staff of the AMEX will, upon receipt and review of such information, provide all necessary approvals for the iBill Acquisition. There can be no assurance that the Company will be able to satisfactorily resolve all listing issues or that it will receive all such AMEX approvals associated with the iBill transaction. However, if for any reason, AMEX approval has not been obtained by January 21, 2005, the Company will nevertheless close the iBill Acquisition, withdraw from the AMEX and seek to re-list its Common Stock on another National Securities Exchange. Following receipt of the AMEX notice of delisting, on September 23, 2004, each of the Company, Penthouse and GMI Investment Partners entered into an agreement (the “September 23rd Agreement”) that provides that the iBill Acquisition will be consummated, all shares of the Company Common Stock and Series D Preferred Stock issuable to Penthouse upon consummation of the iBill Acquisition will be issued, and all of the Series D Preferred Stock will be converted into approximately 81.4 million shares of Company Common Stock, upon the earlier to occur of (i) AMEX Approval of the iBill Acquisition, or (ii) January 21, 2005. The Company has delivered to legal counsel to Pen...
AMEX Approval. The Investor understands and acknowledges that the issuance of the Common Stock purchased hereby is subject to receipt of approval from the American Stock Exchange, and no shares of Common Stock may be issued prior to such approval. If such approval is not received, the Investor shall be entitled to return of any funds paid at the Closing.
AMEX Approval. The Company shall promptly notify Stockholder if AMEX approves the Company's application for listing of the Common Stock at the physical address or email address set forth on the signature page of this Agreement.
AMEX Approval. The Company shall have (i) filed with the Trading Market an additional shares listing application covering all of the Underlying Shares issued or issuable under the Transaction Documents, (ii) caused such Underlying Shares to be approved for listing on the Trading Market and (iii) provided to the Purchaser evidence of such listing;
AMEX Approval. The issuance and delivery of the shares is subject to Amex approval. INTERACTIVE BRAND DEVELOPMENT, INC. By: /s/ Steve Markley ---------------------- Name: Steve Markley Its: Chief Xxxxxxxxx Xxficer ADORNO & YOSS, P.A. /s/ Xxxxxxs B. Xxarlman ----------------------- Charles B. Pearlman AGREEMENX Xxxx xx an agreement between Adorno & Yoss, P.A. ("AY") and Interactive Brand Development, Inc. (xxx "XOMPXXX") made this first day of December 2004.
AMEX Approval. The issuance and delivery of the shares is subject to Amex approval. INTERACTIVE BRAND DEVELOPMENT, INC. By: /s/Steve Markley --------------------- Name: Steve Markley Its: President ADORNO & YOSS, P.A. BY: /s/Xxxxxes Xxxxlman ----------------------- Charles B. Pearlman
AMEX Approval. The Trading Market shall have approved the listing of the Securities.
AMEX Approval. Upon execution of this Agreement, the Company will seek approval of the transaction by the American Stock Exchange (“Amex Approval”).
AMEX Approval. On or prior to the date of release to the Company of funds held pursuant to the Funds Escrow Agreement, the Company shall have provided to the Purchaser evidence, reasonably satisfactory to the Purchaser, that the Company has been granted an exemption by AMEX (the "Exemption") from obtaining the approval of the Company's existing shareholders to the transactions set forth herein to the extent such approval would otherwise be required pursuant to the terms of Part 7 of the AMEX Company Guide.
