Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstanding, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Act, (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "shell company" or indicate to the contrary to the SEC or any other Person, (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the Buyer. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("OTCM") at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 Xxx) (each, a "Regulatory Notice"), then the Company shall promptly, and in any event within two business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt the Regulatory Notice (a "Regulatory Response"), respond in writing to the OTCM, NASD and/or SEC (as the case may be), setting forth the Company's explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets"). Further, at all times when any portion of the Debentures are outstanding or any Restricted Stock is owned by the Buyer, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" system, and the Common Stock shall not be subject to any DTC "chill" designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fuelstream INC), Securities Purchase Agreement (Fuelstream INC), Securities Purchase Agreement (Fuelstream INC)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the Nasdaq Stock Market, OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five ten (510) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Safe & Green Holdings Corp.), Securities Purchase Agreement (Safe & Green Holdings Corp.), Securities Purchase Agreement (Safe & Green Development Corp)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstanding, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; and (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at the mid-tier ("“OTCQB"”) or top-tier ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "“pink sheets"”). Further, at all times when any portion of the Debentures are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("“DTC"”) via the DTC's "’s “DWAC" ” system, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ambicom Holdings, Inc), Securities Purchase Agreement (Montalvo Spirits, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Petrone Worldwide, Inc.), Securities Purchase Agreement (CIPHERLOC Corp)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FINRA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FINRA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mateon Therapeutics Inc)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstanding, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; and (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at the mid-tier ("“OTCQB"”) or top-top- tier ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "“pink sheets"”). Further, at all times when any portion of the Debentures are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("“DTC"”) via the DTC's "’s “DWAC" ” system, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Trunity Holdings, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory 13 Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acacia Diversified Holdings, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws bylaws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (NanoFlex Power Corp)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ab International Group Corp.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-by- laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.. f.
Appears in 1 contract
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two three (3) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Digerati Technologies, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under use its control necessary reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FINRA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FINRA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (INVO Bioscience, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("““OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-by- laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Poverty Dignified, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the a Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by a Buyer at the Buyerearliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the a Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the BuyerBuyers, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FINRA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FINRA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mateon Therapeutics Inc)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (I-on Communications Corp.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstanding, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; and (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at the mid-tier ("“OTCQB"”) or top-tier ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. ("“NASD"”). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 1000 Xxx) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, FIRNA,NASD and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, FIRNA, NASD and/or SEC and maintaining or regaining good standing of the Company with the OTCM, FINRA, NASD and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "“pink sheets"”). Further, at all times when any portion of the Debentures are outstanding or any Restricted Stock is owned by the Buyer, the Common Stock shall be eligible for clearing through the Depository Trust Company ("“DTC"”) via the DTC's "’s “DWAC" ” system, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cyclone Power Technologies Inc)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public 13 accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at the mid-tier ("“OTCQB"”) or top-tier ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "“pink sheets"”). Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Probe Manufacturing Inc)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the t he date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "shell company" or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except E xcept as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("OTCM") at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASDFINRA"). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "Regulatory Notice"), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "Regulatory Response"), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the t he OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets"). Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "chill" designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Jubilant Flame International, LTD)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns own any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five ten (510) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five ten (510) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Arkados Group, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, Person ) and the Company shall satisfy the requirements of Rule 144(i)(2); (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at the mid-tier ("“OTCQB"”) or top-tier ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "“pink sheets"”). Further, at all times when any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("“DTC"”) via the DTC's "’s “DWAC" system” system and active and in good standing for DWAC issuance by the Transfer Agent, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Workhorse Group Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under use its control necessary reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. Inc., OTC Pink, OTCQB, OTCQX, Nasdaq Capital Markets, NYSE, or any other exchange ("OTCM"the “Principal Market”) at the mid-tier ("OTCQB") or top-tier ("OTCQX"), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCMPrincipal Market, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCMPrincipal Market, NASD FINRA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCMPrincipal Market, NASD FINRA and/or SEC and maintaining or regaining good standing of the Company with the OTCMPrincipal Market, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")Principal Market. Further, at all times when while any portion of the Debentures Securities are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (INVO Bioscience, Inc.)
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer beneficially owns any Securities and any Shares are outstanding, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; and (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at the mid-tier ("“OTCQB"”) or top-tier ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. ("“NASD"”). If, so long as the Buyer beneficially owns any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, FIRNA,NASD and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, FIRNA, NASD and/or SEC and maintaining or regaining good standing of the Company with the OTCM, FINRA, NASD and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "“pink sheets"”). Further, at all times when any portion of the Debentures are outstanding or any Restricted Stock is owned by the Buyeroutstanding, the Common Stock shall be eligible for clearing through the Depository Trust Company ("“DTC"”) via the DTC's "’s “DWAC" ” system, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Reporting Status; Public Trading Market; DTC Eligibility. So long as the Buyer and/or Investments beneficially owns own any Securities and any Shares are outstandingSecurities, (i) the Company shall timely file, prior to or on the date when due, all reports that would be required to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Exchange Act if the Company had securities registered under Section 12(b) or 12(g) of the 1934 Exchange Act, ; (ii) the Company shall not be operated as, or report, to the SEC or any other Person, that the Company is a "“shell company" ” or indicate to the contrary to the SEC or any other Person, ; (iii) the Company shall take all other action under its control necessary to ensure the availability of Rule 144 under the 1933 Act for the sale of Shares by the BuyerBuyer at the earliest possible date; and (iv) the Company shall at all times while any Securities are outstanding maintain its engagement of an independent registered public accounting firm. Except as otherwise set forth in Transaction Documents, the Company shall take all action under its control necessary to obtain and to continue the listing and trading of its Common Stock (including, without limitation, all Registrable Securities) on the OTC Markets, Inc. ("“OTCM"”) at on the mid-tier OTC Pink ("“OTCP”), OTCQB (“OTCQB") ”), or top-tier OTCQX ("“OTCQX"”), and will comply in all material respects with the Company's ’s reporting, filing and other obligations under the by-laws or rules of the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority ("NASD"“FINRA”). If, so long as the Buyer and/or Investments beneficially owns own any of the Securities, the Company receives any written notice from the OTCM, FINRA, NASD or the SEC with respect to either any alleged deficiency in the Company's ’s compliance with applicable rules and regulations (including without limitation any comments from the SEC on any of the Company's ’s documents filed (or the failure to have made any such filing) under the 1933 Act or the 0000 XxxExchange Act) (each, a "“Regulatory Notice"”), then the Company shall promptly, and in any event within two (2) business days, provide copies of the Regulatory Notice to the Buyer, and shall promptly, and in any event within five (5) business days of receipt of the Regulatory Notice (a "“Regulatory Response"”), respond in writing to the OTCM, NASD FIRNA and/or SEC (as the case may be), setting forth the Company's ’s explanation and/or response to the issues raised in the Regulatory Notice, with a view towards maintaining and/or regaining full compliance with the applicable rules and regulations of the OTCM, NASD FIRNA and/or SEC and maintaining or regaining good standing of the Company with the OTCM, NASD FINRA and/or SEC, as the case may be, the intent being to ensure that the Company maintain its reporting company status with the SEC and that its Common Stock be and remain available for trading on the OTCQB OTCP, OTCQB, or OTCQX (for the avoidance of doubt, excluding the bottom-tier OTC Pink (or, "pink sheets")OTCQX. Further, at all times when any portion after the 30th calendar day after the date of the Debentures are outstanding or any Restricted Stock is owned by the Buyerthis Agreement, the Common Stock shall be eligible for clearing through the Depository Trust Company ("DTC") via the DTC's "DWAC" systemDWAC Operational, and the Common Stock shall not be subject to any DTC "“chill" ” designation or similar restriction on the clearing of the Common Stock through DTC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Parallax Health Sciences, Inc.)
