Corporate Existence and Taxes. The Company shall, until at least the later of (i) the date that is three (3) years after the Closing Date or (ii) the sale of all of the Common Shares purchased pursuant to this Agreement, maintain its corporate existence in good standing (provided, however, that the foregoing covenant shall not prevent the Company from entering into any merger or corporate reorganization as long as the surviving entity in such transaction, if not the Company, has common stock listed for trading on the Principal Market and shall pay all its taxes when due except for taxes which the Company disputes).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dynamicweb Enterprises Inc), Securities Purchase Agreement (Generex Biotechnology Corp)
Corporate Existence and Taxes. The Company shall, until at least the later of (i) the date that is three (3) years after the Closing Date or (ii) the sale of all of the Common Shares purchased pursuant to this Agreement, maintain its corporate existence in good standing (provided, however, that the foregoing covenant shall not prevent the Company from entering into any merger or corporate reorganization as long as the surviving entity in such transaction, if not the Company, has common stock listed for trading on the Principal Market reorganization); and (iii) shall pay all its taxes when due except for taxes which the Company disputes).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Pacifichealth Laboratories Inc), Securities Purchase Agreement (Pacifichealth Laboratories Inc)
Corporate Existence and Taxes. The Company shall, until at least the later of (i) the date that is three (3) years after the date of the Last Closing Date or (ii) the sale conversion or redemption of all of the Common Shares Preferred Stock purchased pursuant to this Agreement, maintain its corporate existence in good standing and remain a Reporting Company (provided, however, that the foregoing covenant shall not prevent the Company from entering into any merger or corporate reorganization as long as otherwise allowed pursuant to the surviving entity in such transaction, if not terms of the Company, has common stock listed for trading on the Principal Market Certificate of Designation) and shall pay all its taxes when due except for taxes which the Company disputes).
Appears in 2 contracts
Samples: Subscription Agreement (Aureal Semiconductor Inc), Agreement (Aureal Semiconductor Inc)
