Common use of Corporate Existence and Taxes Clause in Contracts

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 exercise of all Warrants issued pursuant to this Agreement, maintain its corporate existence in good standing and remain a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act) (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, assumes the Company's obligations with respect to the Warrants and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a Reporting Issuer) and shall pay all its taxes when due except for taxes which the Company disputes.

Appears in 1 contract

Samples: Subscription Agreement (Techniclone Corp/De/)

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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 exercise conversion or redemption of all Warrants issued of the Preferred Stock purchased pursuant to this Agreement, and the exercise of the Conversion Warrants, maintain its corporate existence in good standing and remain a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act) (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, assumes the Company's obligations with respect to the Warrants Preferred Stock and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a "Reporting Issuer") and shall pay all its taxes when due except for taxes which the Company disputes.

Appears in 1 contract

Samples: Registration Rights Agreement (Viragen Inc)

Corporate Existence and Taxes. The Company shall, until at least the later of (i) the date that is three (3) years after the Last Closing Date or (ii) the exercise conversion or redemption of all Warrants issued of the Convertible Notes purchased pursuant to this Agreement, and the exercise of the Warrants, maintain its corporate existence in good standing and remain a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act) (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, assumes the Company's obligations with respect to the Warrants Convertible Notes and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a "Reporting Issuer") and shall pay all its taxes when due except for taxes which the Company disputes.

Appears in 1 contract

Samples: Regulation D Subscription Agreement (Ea Industries Inc /Nj/)

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 exercise of all a Warrants issued pursuant to this Agreement, maintain its corporate existence in good standing and remain a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act) (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, assumes the Company's obligations with respect to the Warrants and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a Reporting Issuer) and shall pay all its taxes when due except for taxes which the Company disputes.

Appears in 1 contract

Samples: Registration Rights Agreement (Hartcourt Companies Inc)

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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 February 19, 2001 or (ii) the exercise conversion or redemption of all Warrants issued of the Preferred Stock purchased pursuant to this Agreement, and the exercise of the Conversion Warrants, maintain its corporate existence in good standing and remain a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act) (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, assumes the Company's obligations with respect to the Warrants Preferred Stock and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a "Reporting Issuer") and shall pay all its taxes when due except for taxes which the Company disputes.

Appears in 1 contract

Samples: Registration Rights Agreement (Viragen Inc)

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