Public Company. Acquirer is Corporation a United States public company listed with Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.
Public Company. On or prior to November 1, 2011, the Company shall file with the Commission either (i) a Form 10 to register the Common Stock under the Exchange Act or (ii) an S-1 to register for resale all Underlying Shares (which may include other shares of Common Stock, including without limitation a primary sale of Common Stock by the Company) under the Securities Act. At all times after February 1, 2012 until such time as the Seller no longer holds the Gemini Note, the Company shall (i) cause itself to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed thereunder, and (ii) cause all shares of its Common Stock (including the Underlying Shares) to be listed, traded or quoted on a Trading Market. The Company shall take all actions, including preparing and filing any required documents, reasonably necessary to effect the listing or quotation of the Common Stock on a Trading Market on or prior to such date. Without limiting the foregoing, so long as the Gemini Note is outstanding, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Seller and make publicly available in accordance with Rule 144(c) such information as is required for the Seller to sell the Securities and Underlying Shares under Rule 144. The Company further covenants that it will take such further action as any holder of Securities or Underlying Shares may reasonably request, to the extent required from time to time to enable such Person to sell such Securities or Underlying Shares without registration under the Securities Act within the requirements of the exemption provided by Rule 144. Notwithstanding the foregoing, in the event that the Company (i) files an S-1 to register for resale all Underlying Shares in accordance with this Section 5(a) and (ii) reasonably diligently responds to comments from the Commission or otherwise uses its best efforts to seek effectiveness of the S-1, the Company shall not be deemed to be in default or breach of the covenant in this Section 5(a) if the Commission fails to declare the S-1 effective by February 1, 2012.
Public Company. If shares of Common Stock of the Company are sold to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, or if shares of Common Stock of the Company are registered pursuant to Section 12 or Section 15 of the Securities Exchange Act of 1934, as amended, the Company shall be deemed a "Public Company". If the Company becomes a Public Company at any time hereafter, unless an event which gives rise to a purchase option or obligation in favor of the Company has already occurred, the Shares held by the Stockholder at the time the Company becomes a Public Company shall thereafter be free of the terms of this Agreement and the rights, options or obligations under Sections 1, 2, 3, and 10 hereof shall terminate.
Public Company. From and after such time as the Company registers a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it is intended that this Plan shall be administered in accordance with the disinterested administration requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission (“Rule 16b-3”), or any successor rule thereto.
Public Company. Any decision by mBeach to become a non-public company or a non-reporting company will require a majority of 60% of the shares of mBeach entitled to vote. mBeach will commit to continue to maintain its status as a publicly traded reporting company for at least 36 months after the execution of the Definitive Agreement.
Public Company. CANNASSIST filed with the Securities and Exchange Commission a registration statement on Form 10 which was declared effective pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant to §12 thereunder