Sale and Purchase of Securities Closing. Notwithstanding the foregoing, with respect to any Installment Date, the Company shall not issue, and the Purchaser shall not be required to make Payment for, any Shares if the issuance of such Shares would result in (i) the aggregate number of all Shares issued pursuant to this Agreement being greater than 19.9% of the number of shares of the Company’s Common Stock issued and outstanding on the date hereof (exclusive of any shares held by affiliates of the Company) or (ii) the Company being in violation of any listing requirements, corporate governance rules or any other rules and regulations of the NASD or the Nasdaq National Market or any other market or exchange on which the Company’s Common Stock is then listed or quoted; in which case the Company and the Purchaser will, if legally permissible, adjust the amount of the Payment due, and the number of Shares to be issued, so that the conditions specified in sub-clauses (i) and (ii) would be satisfied. Subsection (m) of Section 9: Miscellaneous shall be deleted in its entirety and replaced with the following:
Appears in 4 contracts
Samples: The Securities Purchase Agreement (Specialty Underwriters Alliance, Inc.), Securities Purchase Agreement (Specialty Underwriters Alliance, Inc.), Securities Purchase Agreement (Specialty Underwriters Alliance, Inc.)
Sale and Purchase of Securities Closing. Notwithstanding the foregoing, with respect to any Installment Date, the Company shall not issue, and the Purchaser shall not be required to make Payment for, any Shares if the issuance of such Shares would result in (i) the aggregate number of all Shares issued pursuant to this Agreement being greater than 19.9% of the number of shares of the Company’s Common Stock issued and outstanding on the date hereof (exclusive of any shares held by affiliates of the Company) or (ii) the Company being in violation of any listing requirements, corporate governance rules or any other rules and regulations of the NASD or the Nasdaq National Market or any other market or exchange on which the Company’s Common Stock is then listed or quoted; in which case the Company and the Purchaser will, if legally permissible, adjust the amount of the Payment due, and the number of Shares to be issued, so that the conditions specified in sub-clauses (i) and (ii) would be satisfied. The notice address for the Company, as listed in Subsection (e) of Section 9: Miscellaneous, shall be deleted and replaced with the following: Specialty Underwriters’ Alliance, Inc. 200 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: 300-000-0000 Attention: General Counsel Subsection (m) of Section 9: Miscellaneous shall be deleted in its entirety and replaced with the following:
Appears in 2 contracts
Samples: The Securities Purchase Agreement (Specialty Underwriters Alliance, Inc.), The Securities Purchase Agreement (Specialty Underwriters Alliance, Inc.)
