Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The Company shall not take any action which would cause its Common Stock not to be traded on the OTC Bulletin Board, except that the Company may list the Common Stock on the Nasdaq Stock Market or the American or New York Stock Exchange if it meets the applicable listing requirements. If, for any consecutive thirty day period after the Closing Date, the Company is not in compliance with this Section 6.6, then the Company shall pay to the Investors as liquidated damages and not as a penalty, an amount equal to one percent (1%) per month for each subsequent full month that the Company is not in compliance. The one percent shall be based on the lesser of (a) the Purchase Price or (b) that percentage of the Purchase Price which the Unsold Shares bears to the number of shares of Common Stock initially issuable upon conversion of the Series A Preferred Stock. The Unsold Shares shall mean shares of Series A Preferred Stock with respect to which both (i) the Series A Preferred Stock has not been converted and (ii) the underlying shares of Common Stock that have not been sold or otherwise transferred pursuant to a registration statement or Rule 144. The liquidated damages shall be payable in cash or in shares of Series A Preferred Stock, as the Company shall determine. Such damages shall be payable quarterly on the tenth (10th) day of the following calendar quarter, and shall cease to accrue at the time the Company begins complying with the provisions of this Section 6.6. SECURITIES PURCHASE AGREEMENT BETWEEN DELI SOLAR (USA), INC. AND BXXXXX PARTNERS LP
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The Company shall continue its obligation to report to the Commission under Section 12 of the 1934 Act and shall use its best efforts to comply in all material respects with its reporting and filing obligations under the 1934 Act for so long as any Purchaser owns any Securities. For so long as any Purchaser owns Securities, the Company shall not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act except as permitted under the Transaction Documents. For so long as any Purchaser owns any Securities, the Company shall take all action necessary to continue the quotation or listing of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is trading or may be traded in the future. Subject to the terms of the Transaction Documents, the Company further covenants that it shall take such further action as Purchaser may reasonably request, all to the extent required from time to time to enable Purchaser to sell the Securities and without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including without limitation the timely filing of the SEC Reports. Upon the request of Purchaser, the Company shall deliver to Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The Company is required to maintain their current listing on OTC Bulletin Board or a listing on a national exchange and maintain their status as a Company regulated by Securities Exchange Act of 1934 and if the Company is current currently listed on the Pink Sheets the Company must be fully reporting per Rule 144 until such time as they are regulated by the Securities Exchange Act of 1934. If for any time post Closing the Company is no longer regulated by the Securities Exchange Act of 1934 and is not a fully reporting Company, then the Company shall pay to the Investors as liquidated damages and not as a penalty, one percent (1%) a month of the Initial Purchase Price plus the Additional Investment Right as described in Section 6.16, should such investment right be exercised, in cash or PIK at the option of the Investor. Such damages shall cease at the time the Company begins complying with the standards as mentioned above in Section 6.6.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. (a) The Company is required to maintain their current listing on the OTC Bulletin Board or a listing on a higher exchange, maintain their status as a public company subject to the reporting requirements of the 1934 Act and shall not take any action which would cause its Common Stock not to be traded on their current exchange, except that the Company may list the Common Stock on the Nasdaq Stock Market, NYSE Amex Equities or New York Stock Exchange ( and if the Company’s Common Stock is current on the Pink Sheets the Company must be fully reporting per Rule 144 until such time as they are regulated by the 1934 Act.) If for any time after the Closing Date the Company is no longer in compliance with this Section 4.15, then the Company shall pay to the Purchaser as liquidated damages and not as a penalty, an amount equal to two percent (2%) per month of the Purchase Price.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. 6.5.1 The Company shall not take any action which would cause its Common Stock not to be traded on the OTC Bulletin Board, except that the Company may list the Common Stock on the Nasdaq Stock Market or the American or New York Stock Exchange if it meets the applicable listing requirements. If, for any time after the Closing, the Company is no longer in compliance with this Section 6.5.1, then the Company shall pay to the Buyers as liquidated damages and not as a penalty, an amount equal to eighteen percent (18%) per annum, based on the lesser of (a) the Purchase Price or (b) that percentage of the Purchase Price which the unsold or otherwise untransferred shares of Common Stock underlying the Series B Preferred Stock and/or unconverted Series B Preferred Stock (the “Unsold Purchase Price of Shares”) bears to the number of shares of Common Stock initially sold pursuant to this Agreement.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The Company is required to maintain their current or a listing on a higher exchange and maintain their status as a Company regulated by Securities Exchange Act of 1934 and if the Company is current currently listed on the Pink Sheets the Company must be fully reporting per Rule 144 until such time as they are regulated by the Securities Exchange Act of 1934. If for any time post Closing the Company is no longer regulated by the Securities Exchange Act of 1934 and is not a fully reporting Company, then the Company shall pay to the Investors as liquidated damages and not as a penalty, Five Percent (5%) a month in Cash or PIK at the option of the Investor. Such damages shall cease at the time the Company begins complying with the standards as mentioned above in Section 6.6. PREFERRED STOCK PURCHASE AGREEMENT BETWEEN WIRELESS AGE COMMUNICATIONS, INC. AND BXXXXX PARTNERS LP PAGE 14 OF 29
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. 6.6.1 The Company shall not take any action which would cause its Common Stock not to be traded on the OTC Bulletin Board, except that the Company may list the Common Stock on the Nasdaq Stock Market or the American or New York Stock Exchange if it meets the applicable listing requirements. If, for any time after the Closing, the Company is no longer in compliance with this Section 6.6.1, then the Company shall pay to the Investors as liquidated damages and not as a penalty, an amount equal to twelve percent (12%) per annum, based on the lesser of (a) the Purchase Price or (b) that percentage of the Purchase Price which the Unsold Shares bears to the number of shares of Common Stock initially issuable upon conversion of the Series A Preferred Stock sold pursuant to this Agreement. The Unsold Shares shall mean shares of Series A Preferred Stock with respect to which both (i) the Series A Preferred Stock has not been converted and (ii) the underlying shares of Common Stock have not been sold or otherwise transferred pursuant to a registration statement or Rule 144. Such damages shall be payable quarterly on the tenth (10th) day of the following calendar quarter, and shall cease at the time the Company begins complying with the provisions of this Section 6.6.1.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. 6.6.1 The Company shall not take any action which would cause its Common Stock not to be traded on the OTC Bulletin Board, except that the Company may list the Common Stock on the Nasdaq Stock Market or the American or New York Stock Exchange if it meets the applicable listing requirements. The Company shall continue to maintain its status as a company registered under the 0000 Xxx.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The Company is required to maintain its current or a listing on a higher exchange and maintain their status as a Company regulated by Securities Exchange Act of 1934 and if the Company is current currently listed on the Pink Sheets the Company must be fully reporting per Rule 144 until such time as they are regulated by the Securities Exchange Act of 1934. If for any time post Closing the Company is no longer regulated by the Securities Exchange Act of 1934 and is not a fully reporting Company, then the Company shall pay to the Investors as liquidated damages and not as a penalty, in cash or PIK at the option of the Investor, an amount per month equal to two percent (2%) of the lower of (a) the purchase price paid by the Investor for any securities it holds at the time of the de-registration or (b) the closing price of the securities on the trading day immediately preceding the Company’s announcement of its deregistration. Such damages shall cease at the time the Company begins complying with the standards as mentioned above in Section 6.5.
Listing, Securities Exchange Act of 1934 and Rule 144 Requirements. The Company must achieve and maintain a listing on a US publically traded exchange within twelve (12) months of Closing. Once publicly traded on a United States exchange, the Company is required to maintain that listing or a listing on a higher exchange and maintain its status as a Company regulated under the 1934 Act. If for any time within the thirty-six (36) month period after becoming a publically traded company, the Company shall become delinquent in its reporting such that the Investor’s are unable to utilize Rule 144 for re-sales of Common Stock, then the Company shall pay to the Investor as liquidated damages and not as a penalty, two percent (2%) of the face amount of Convertible Notes which remain outstanding per month in cash or PIK at the option of the Investor. Such damages shall cease at the time the Company begins complying with the standards as mentioned in this Section 6.5.
