Continued Listing. In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 2.4(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules of NASDAQ or the federal securities Laws who are considered independent directors within the meaning of such Laws (“Independent Directors”); provided, however, that after the Acceptance Time, the Company shall, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” pursuant to Rule 5615(c) of the NASDAQ rules and make all necessary filings and disclosures associated with such status; provided, further, that in the event the number of Independent Directors shall be reduced below the number of directors as may be required by such Laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of NASDAQ or the federal securities Laws, to fill such vacancies who shall not be stockholders or Affiliates of Parent or Merger Sub, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.
Continued Listing. The Trustee hereby appoints the Corporation as its agent and the Corporation hereby covenants to the Trustee and agrees that it shall, at the cost and expense of the Trust, take all steps and actions and do all things that may be required to obtain and maintain the listing and posting for trading of the Trust Units on the Toronto Stock Exchange and to maintain its status as a "reporting issuer" not in default of the securities legislation and regulations in each of the provinces of Canada as determined necessary by the Corporation or Counsel.
Continued Listing. Until the three year anniversary of the Closing Date, each Holder shall vote its shares of Common Stock in such manner that the Company shall not be voluntarily delisted from the Nasdaq National Market, except (y) in connection with (1) a transaction that would constitute a "Rule 13e-3 transaction" (as that term is defined under Rule 13e-3 under the Exchange Act as in effect on the date hereof) with respect to the Common Stock or (2) any other transaction that, if it were effected by the Company or an affiliate thereof, would constitute a "Rule 13e-3 transaction" (as so defined) with respect to the Common Stock, or (z) if the Company becomes listed on a national securities exchange.
Continued Listing. The Common Stock shall be listed on the NASDAQ Capital Market and shall not have been suspended, as of the Initial Closing Date, by the SEC or the NASDAQ Capital Market from trading on the NASDAQ Capital Market nor shall proceedings regarding such suspension by the SEC or the NASDAQ Capital Market have been threatened, as of the Initial Closing Date, either by the SEC or the NASDAQ Capital Market nor shall the Company be out of compliance with any of the minimum maintenance requirements of the NASDAQ Capital Market.
Continued Listing. NaviSite will comply with the continued listing requirements of the Nasdaq Marketplace Rules and will take no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of its common stock under the Exchange Act of 1934 or delisting the common stock from the Nasdaq SmallCap Market (unless it obtains a listing or quotation of its common stock on the Nasdaq National Market or the American Stock Exchange).
Continued Listing. Until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules of the NYSE (after giving effect to the “controlled company” exemption) or the federal securities laws who are considered independent directors within the meaning of such rules and laws (“Independent Directors”); provided, however, that if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NYSE and the federal securities laws, to fill such vacancies who shall not be stockholders or Affiliates of the Company, Parent or Merger Sub, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.
Continued Listing. 8.3 The Borrower shall take all reasonable steps and actions as may be required to maintain the listing and posting for trading of the Common Shares on the Exchanges and to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Legislation. To Pay Lender’s Fees and Expenses
Continued Listing. 17 ARTICLE VI
Continued Listing. In the event the Company’s Common Stock shall no longer be designated for quotation or listed on a Trading Market (other than the OTC Bulletin Board) (a “Delisting Event”), the Company shall pay to each Purchaser on each monthly anniversary of such Delisting Event an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of the purchase price paid by such Purchaser pursuant to this Agreement for the Securities held by such Purchaser as of such Delisting Event. The parties agree that, notwithstanding anything to the contrary herein, in no event shall the aggregate amount of liquidated damages payable to a Purchaser exceed, in the aggregate, twelve percent (12.0%) of the purchase price paid by such Purchaser pursuant to this Agreement for the Securities held by such Purchaser as of such Delisting Event. Further, notwithstanding anything herein to the contrary, no liquidated damages pursuant to this Section 4.16 shall apply after the expiration of one (1) year following the earlier to occur of (i) the date the Registration Statement is declared effective and (ii) the date when the Securities become eligible for resale pursuant to Rule 144.
Continued Listing. From and after the Closing, the Company shall take all steps necessary to prevent the Common Shares from being delisted from NASDAQ, including, without limitation, effecting a reverse stock split of the Common Stock, if necessary, to comply with NASDAQ Listing Rule 5550(a)(1).
