Public Company Status. The Parent Guarantor shall take such action as is necessary to (a) remain a public company subject to regulation by the SEC and (b) be listed on the NASDAQ or other national stock exchange.
Public Company Status. The Company shall make any and all necessary filings under the Exchange Act so that it remains a reporting company under the Exchange Act and its Common Stock continues to be a publicly-traded security.
Public Company Status. The Parent shall, at all times during the term hereof, maintain its status as a publicly traded company whose shares are or are intended to be listed on the New York Stock Exchange or such other nationally recognized stock exchange.
Public Company Status. Prosoft is currently a public company, registered under Section 12 of the Exchange Act, and its common stock is presently traded on the Nasdaq OTC Bulletin Board under the symbol POSO.OB. Prior to, on or immediately after the Effective Date, Prosoft will take any and all steps it considers reasonable and necessary to revoke and/or cancel its prior registration under Section 12 of the Exchange Act. As of the Closing, Reorganized Prosoft will not be a public company and will not be registered under Section 12 of the Exchange Act or any other provision of federal or state securities law.
Public Company Status. Without the consent of the Company's directors not elected by MiraQuest, MiraQuest will not take any action to (i) cause a reverse split of the common stock before the Company's stock is traded on the Nasdaq SmallCap Market, or (ii) cause the Company to cease to be a publicly traded company within three years after the date of this Agreement.
Public Company Status. (a) Lion has previously delivered to Picasso its annual report on Form 10-K for the year ended December 31, 2001 as filed with the SEC on May 16, 2002, its quarterly report on Form 10-Q/A for the quarter ended March 31, 2002 as filed with the SEC on June 11, 2002, its quarterly report on Form 10-Q/A for the quarter ended September 30, 2001 as filed with the SEC on June 11, 2002, its quarterly report on Form 10-Q/A for the quarter ended June 30, 2001 as filed with the SEC on June 11, 2002, its quarterly report on Form 10-Q/A for the quarter ended March 31, 2001 as filed with the SEC on June 11, 2002, and its quarterly report on Form 10-Q/A for the quarter ended September 30, 2000 as filed with the SEC on June 11, 2002 (collectively, the "SEC Documents"). Except as set forth on Schedule 5.9, as of their respective dates, the SEC Documents complied with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Lion included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of Lion and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to immaterial year-end audit adjustments). Without limiting the immediately preceding sentence, the revenues recorded in the books and records of Lion and reflected in the SEC Documents comply with the principles of revenue recognition of GAAP, Staff Accounting Bulletins 101, 101...
Public Company Status. (a) In the event that the stock of the Company is “readily tradable on an established securities market or otherwise” for purposes of Section 280G(b)(5)(A)(ii)(I) of the Internal Revenue Code of 1986, as amended (“Publicly Traded”) and any payment or benefit to Executive under this Agreement or any other plan, arrangement or agreement with the Company (including, without limitation, any payment or benefit (including but limited to accelerated vesting) in connection with the Restricted Stock Units or Restricted Shares) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), the Company shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of all Excise Taxes on the Payments, and all Excise Taxes, federal, state and local income taxes, and federal employment taxes, on the Gross-Up Payment, shall be equal to the amount of the Payments. In addition, the Company shall indemnify Executive, on an after-tax, grossed-up basis, for any interest, penalties or additions to tax payable by Executive as a result of the imposition of the Excise Tax or the payment of any Gross-Up Payment.
Public Company Status. Dicom has represented to Licensee and Licensee has specifically relied upon Dicom's representation that Dicom is a fully reporting public entity, filing timely periodic reports under the Securities and Exchange Act of 1934. Dicom also represents that its common shares will be trading on the National Association of Securities Dealers' ("NASD") Over the Counter Bulletin Board Exchange within sixty days from the effective date of this Agreement. In the event that Dicom should be approved for such trading by the NASD ("Approval"), the payment due on November 30, 1999 under Section 2 of this Agreement shall be immediately due and payable. If the NASD has not approved Dicom's application for trading by November 30, 1999, Licensee may elect to withhold Subsequent Payments under this Agreement until such time as Approval has been granted. If Approval has not been granted by January 31, 2000, Licensee may elect to terminate this Agreement pursuant to section 5 hereof.
Public Company Status. The Company will use reasonable best efforts to become a publicly traded and publicly reporting company under both the Securities Act and the Exchange Act, including without limitation, it will use reasonable best efforts to file a registration statement with the Securities and Exchange Commission (“SEC”) on Form S-1 covering the registration of Common Stock of the Company (the “IPO S-1”) within 120 days after the First Closing Date, and shall cause such registration statement to be declared effective by the SEC within 180 days after the First Closing Date, and the Company shall take all such other actions associated with being a publicly traded company, including, if the Company qualifies, or can reasonably take appropriate actions to qualify (such determination to be made at the sole discretion of the Placement Agent), for listing on The NASDAQ Stock Market (“NASDAQ”), filing an application for listing the Common Stock on NASDAQ, or such other exchange as agreed to by the Company and the Placement Agent.
Public Company Status. Manager recognizes that equity owners of Owner are publicly held companies and are subject to various Securities Exchange Commission’s (SEC) rules and regulation, including Sarbanes Oxley compliance. As such, Manager agrees to maintain adequate documentation of its controls over financial reporting and maintain supporting documentation to demonstrate that the controls over financial reporting are operating as intended. Manager agrees to allow Owner or its equity owners or its designated service provider access to the financial controls documentation and provide reasonable assistance in completing procedures to comply with various SEC regulations. In addition, Manager agrees to make reasonable changes to its controls over financial reporting that are necessary to comply with various SEC regulations.
