U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 54 contracts
Samples: Common Stock Purchase Agreement (Kv Pharmaceutical Co /De/), Common Stock Purchase Agreement (Evofem Biosciences, Inc.), Common Stock Purchase Agreement (SCWorx Corp.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor’s request.
Appears in 35 contracts
Samples: Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Box Ships Inc.)
U.S. Real Property Holding Corporation. Neither the The Company is not, nor any of its Subsidiaries is, or has it ever been, and so long as any of the Securities securities are held by the InvestorPurchaser, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 21 contracts
Samples: Share Purchase Agreement (Highest Performances Holdings Inc.), Share Purchase Agreement (Jet Token Inc.), Share Purchase Agreement (Surf Air Mobility Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBuyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Buyer’s request.
Appears in 15 contracts
Samples: Securities Exchange Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Cardiff Oncology, Inc.), Backstop Agreement (CorMedix Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become been a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 11 contracts
Samples: Securities Purchase Agreement (PharmaCyte Biotech, Inc.), Securities Purchase Agreement (PharmaCyte Biotech, Inc.), Securities Purchase Agreement (Smith Micro Software, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorPurchasers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Purchaser’s request.
Appears in 8 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (ZW Data Action Technologies Inc.), Securities Purchase Agreement (Ads in Motion, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities Shares are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (Mobix Labs, Inc), Common Stock Purchase Agreement (Omeros Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (Arcimoto Inc), Common Stock Purchase Agreement (Professional Diversity Network, Inc.), Common Stock Purchase Agreement (CV Sciences, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (9 Meters Biopharma, Inc.), Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Astra Space, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are Note is held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor's request.
Appears in 6 contracts
Samples: Note Purchase Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBuyer, shall become become, a U.S. United States real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon Buyer’s request.
Appears in 5 contracts
Samples: Debenture Purchase Agreement (Remark Holdings, Inc.), Securities Purchase Agreement (Bit Digital, Inc), Purchase Agreement (Bit Digital, Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become a U.S. United States real property holding corporation within the meaning of Section 897 897(c)(2) of the Code.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (IronNet, Inc.), Common Stock Purchase Agreement (Edoc Acquisition Corp.), Common Stock Purchase Agreement (Edoc Acquisition Corp.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer's request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Form of Securities Purchase Agreement (DryShips Inc.), Securities Purchase Agreement (DryShips Inc.)
U.S. Real Property Holding Corporation. Neither the The Company nor any and each of its Subsidiaries isis not, or has not ever been, and and, for so long as any of the Securities are held by any of the InvestorCommitment Parties, shall become not become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Commitment Party’s request.
Appears in 4 contracts
Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the either Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Investor’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co), Securities Purchase Agreement (Biolargo, Inc.), Securities Purchase Agreement (Rennova Health, Inc.)
U.S. Real Property Holding Corporation. Neither the The Company is not, nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Adial Pharmaceuticals, Inc.), Common Stock Purchase Agreement (Life Clips, Inc.), Common Stock Purchase Agreement (Business Warrior Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer's request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (LabStyle Innovations Corp.), Securities Purchase Agreement (Socket Mobile, Inc.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Altair Engineering Inc.), Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Adamis Pharmaceuticals Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBuyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Verb Technology Company, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become become, a U.S. United States real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon Investor’s request.
Appears in 3 contracts
Samples: Purchase Agreement (Alpine 4 Holdings, Inc.), Purchase Agreement (Logiq, Inc.), Purchase Agreement (Remark Holdings, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon Investor’s request.
Appears in 3 contracts
Samples: Exchange Agreement (Oncobiologics, Inc.), Purchase Agreement (Oncobiologics, Inc.), Purchase Agreement (Oncobiologics, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorHolder, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Holder’s request.
Appears in 3 contracts
Samples: Exchange Agreement (Box Ships Inc.), Exchange Agreement (Box Ships Inc.), Exchange Agreement (Paragon Shipping Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation Real Property Holding Corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Magnegas Corp), Securities Purchase Agreement (Magnegas Corp), Securities Purchase Agreement (Magnegas Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.), Securities Purchase Agreement (Dolphin Entertainment, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorHolders, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company and each Subsidiary shall so certify upon any Holder’s request.
Appears in 3 contracts
Samples: Securities Exchange Agreement (Agrify Corp), Voting Agreement (Velo3D, Inc.), Securities Exchange Agreement (Agrify Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities Common Shares are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.), Securities Purchase Agreement (Ampio Pharmaceuticals, Inc.), Securities Purchase Agreement (ONCOSEC MEDICAL Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Investor’s request.
Appears in 2 contracts
Samples: Security Agreement (NYXIO TECHNOLOGIES Corp), Securities Purchase Agreement (Pet Airways Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorPurchaser or the Seller, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Purchaser’s or the Seller’s request.
Appears in 2 contracts
Samples: Transaction Agreement (HEXO Corp.), Transaction Agreement (Tilray Brands, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorInvestor shall not become, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Verb Technology Company, Inc.), Common Stock Purchase Agreement (Super League Gaming, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor's request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Gold Lakes Corp.), Securities Purchase Agreement (Gold Lakes Corp.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986 (the “Code”), and the Company and its Subsidiary shall so certify upon any Buyer’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (PV Nano Cell, Ltd.), Subscription Agreement (PV Nano Cell, Ltd.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, is or has ever been, and so long as any of the Securities are held by the Investorremain outstanding, shall become not become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company shall so certify upon the Buyer’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investornor anticipates becoming, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall and to the extent such certifications can be made by the Company and its Subsidiaries, so certify upon the Investor’s request.
Appears in 2 contracts
Samples: Subscription Agreement (Canopy Growth Corp), Subscription Agreement (Canopy Growth Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBuyer, shall become become, a U.S. “United States real property holding corporation corporation” within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon Buyer’s request.
Appears in 2 contracts
Samples: Securities Exchange Agreement (H.I.G. Aert, LLC), Securities Exchange Agreement (Advanced Environmental Recycling Technologies Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries Subsidiary is, or has ever been, and so long as any of the Securities Common Shares are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aradigm Corp), Securities Purchase Agreement (Aradigm Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, is or has ever been, and so long as any of the Securities are held by the Investorremain outstanding, shall become not become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company shall so certify upon any Buyer’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, is or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 897(c)(2) of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (PARETEUM Corp), Omnibus Amendment (PARETEUM Corp)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBuyers shall not become, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Super League Gaming, Inc.), Securities Purchase Agreement (Interactive Strength, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorPreferred Stock remains outstanding or Warrants remain unexercised, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Investor’s request.
Appears in 2 contracts
Samples: Placement Agent Agreement (Freeseas Inc.), Placement Agent Agreement (Freeseas Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and and, so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Royale Energy Inc), Securities Purchase Agreement (Royale Energy Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are Note is held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intercloud Systems, Inc.)
U.S. Real Property Holding Corporation. Neither the The Company nor any of its Subsidiaries isis not, or has ever been, and so long as any of the Securities Shares are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Trius Therapeutics Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, is or has ever been, and so long as any of the Securities are held by the Investorremain outstanding, shall become not become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company shall so certify upon any Buyer's request.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Enerpulse Technologies, Inc.)
U.S. Real Property Holding Corporation. Neither the The Company nor any of its Subsidiaries is, or is not and has ever never been, and so long as any of the Securities Shares are held by the Investor, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorCreditor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Creditor’s request.
Appears in 1 contract
Samples: Securities Restructuring Agreement (Sundial Growers Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Exchange Securities are held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Ceramics Co., LTD)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investorany Buyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (VistaGen Therapeutics, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986 (the “Code”), and the Company and its Subsidiary shall so certify upon the Investor’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorSubscribers, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Subscriber’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorHolders, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company shall so certify upon any Holder’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorInvestors, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Investor’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Broadband Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBackstop Investors, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Backstop Investors’ request.
Appears in 1 contract
Samples: Backstop Agreement (CorMedix Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorPurchasers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Purchaser’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorLender, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Lender’s request.
Appears in 1 contract
Samples: Debt Exchange Agreement (Digital Domain Media Group, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company shall so certify upon any Buyer’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the The Company nor any of its Subsidiaries isis not, or and has ever never been, and so long as any of the Securities Shares are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities Shares are held by any of the InvestorInvestors, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Investor’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorBuyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Buyer’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorHolders, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Holder’s request.
Appears in 1 contract
Samples: Securities Subscription Agreement (Fusion Fuel Green PLC)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investoreach Purchaser, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon each Purchaser’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company Company, nor SPAC nor any of its their respective Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company, SPAC and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Buyer’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 897(c)(2) of the Code.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genius Brands International, Inc.)
U.S. Real Property Holding Corporation. Neither the The Company nor any of its Subsidiaries isis not, or and has ever never been, and so long as any of the Securities are held by the Investor, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorPreferred Stock remains unconverted or Warrants remain unexercised, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Investor’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its the Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer's request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the any Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Liquidmetal Technologies Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities New Preferred Shares are held by any of the InvestorHolders, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon the Holder’s request.
Appears in 1 contract
Samples: Exchange Agreement (Aditxt, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Restricted Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Restricted Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorPurchaser, shall become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the The Company nor any of its Subsidiaries isis not, or and has ever never been, and so long as any of the Securities are held by the Investor, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Code..
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Technologies LTD)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries Subsidiaries, if any, is, or has ever been, and so long as any of the Securities are held by the InvestorBuyer, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon the Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medicine Man Technologies, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities shares of Company Common Stock are held by the Investorsuch Purchaser, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, as amended, and the Company and each of its Subsidiaries shall so certify upon any Purchaser’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become not become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acacia Research Corp)
U.S. Real Property Holding Corporation. Neither the The Company nor any of its Subsidiaries isis not, or and has ever never been, and so long as any of the Securities Shares are held by the Investor, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
Samples: Ordinary Share Purchase Agreement (Bitdeer Technologies Group)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities Notes are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Note Purchase Agreement (Innovate Biopharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorInvestors, shall become not become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company and each Subsidiary shall so certify upon any Investor's request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorSubscribers, shall become a “U.S. real property holding corporation corporation” within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Subscriber’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities Units are held by the InvestorSubscriber, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Subscriber’s request.
Appears in 1 contract
Samples: Subscription Agreement (Odyssey Marine Exploration Inc)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the InvestorHolder, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon the Holder’s request.
Appears in 1 contract
Samples: Exchange Agreement (Nutracea)
U.S. Real Property Holding Corporation. Neither the Company nor any of its the Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorPurchasers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company and each Subsidiary shall so certify upon any Purchaser’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities Shares are held by the Investor, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon Investor’s request.
Appears in 1 contract
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeInternal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify to the Lead Investor upon the Lead Investor’s request.
Appears in 1 contract
Samples: Registration Rights Agreement (Ardsley Advisory Partners)
U.S. Real Property Holding Corporation. Neither the Company Company, nor any of its Subsidiaries isSubsidiaries, is or has ever been, and so long as nor, while any of the Securities are held by the InvestorBuyer holds any Securities, shall become will become, a U.S. real property holding corporation within the meaning of Section 897 of the CodeCode and the Company and each Subsidiary shall so certify upon any Buyer's request.
Appears in 1 contract
Samples: Securities Purchase Agreement (SOCIAL REALITY, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries Company Subsidiary is, or has ever been, and so long as any of the Securities are held by any of the InvestorBuyers, shall become become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Company Subsidiary shall so certify upon any Buyer’s request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vinco Ventures, Inc.)
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by the Investor, shall become been a U.S. real property holding corporation within the meaning of Section 897 of the Code.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (SPK Acquisition Corp.)
