Direct Listing Sample Clauses

Direct Listing. The term “Direct Listing” means the Company’s initial listing of its Common Stock on a national securities exchange by means of a registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale, as approved by the Board. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and any and all mentions of an underwritten offering or underwriters contained herein shall not apply to a Direct Listing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Direct Listing. Parentco shall effect the Direct Listing and the Southern Acquisition; provided that this condition shall be deemed satisfied if the Southern Acquisition and the Direct Listing are consummated substantially concurrently with the effectiveness of the Registration Statement.
Sample 1
Direct Listing. Notwithstanding any other provision of this Section 2.1, if the Company undertakes the registration of shares of its existing capital stock pursuant to an effective registration statement filed under the Securities Act in connection with a Direct Listing in which the Company registers shares of its existing capital stock for resale, the Company will promptly cause to be registered for resale in such registration statement under the Securities Act that number of Registrable Securities for which Rule 144 or another similar exemption under the Securities Act is not available at the time of such registration, and to use its commercially reasonable efforts to keep such registration statement effective for ninety (90) days, or such lesser period of time until Rule 144 or another similar exemption under the Securities Act is available for the sale of such shares without registration. Notwithstanding the foregoing and in addition to resales, such registration statement will provide for each Holder’s ability to distribute unlegended securities to affiliates, managers, members, partners, equity holders, and/or other interest holders who will be able to sell freely tradable securities.
Sample 1
Direct Listing. Notwithstanding any other provision of this Section 1.2, if the Company undertakes the registration of shares of its existing capital stock pursuant to an effective registration statement filed under the Securities Act which constitutes a Qualified Public Offering pursuant to Article IV, Section (4)(b)(i)(B) of the Restated Certificate, the Company will promptly cause to be registered for resale under the Securities Act that number of Registrable Securities for which Rule 144 or another similar exemption under the Securities Act is not available at the time of such registration (provided that if the Company does not register all Registrable Securities held by Holders who are deemed affiliates for purposes of Rule 144, the percentage of Registrable Securities that shall be registered on behalf of such affiliates shall be consistent with respect to all such affiliates), and to use its commercially reasonable efforts to keep such registration statement effective for one hundred eighty (180) days, or such lesser period of time until Rule 144 or another similar exemption under the Securities Act is available for the sale of such shares without registration. Notwithstanding the foregoing and in addition to resales, such registration statement will provide for each Holder’s ability to distribute securities to affiliates, managers, members, partners, equity holders, and/or other interest holders.
Sample 1

Related to Direct Listing

  • AMEX Listing The shares of AMCON Common Stock to be issued in the Merger shall have been approved for listing upon issuance on the AMEX, subject to official notice of issuance;

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

  • Stock Listing BHLB agrees to file a notification form for the listing on the NASDAQ Stock Market (or such other national securities exchange on which the shares of BHLB Common Stock shall be listed as of the Closing Date) of the shares of BHLB Common Stock to be issued in the Merger.

  • PORTAL At the Closing Time, the Securities shall have been designated for trading on PORTAL.

  • Website To the knowledge of the Company, none of the information on (or hyperlinked from) the Company’s website at xxx.xxxxxx.xxx includes or constitutes a “free writing prospectus” as defined in Rule 405 under the Securities Act.

  • NYSE Listing The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

  • Reporting Status; Listing So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any of the Facility Fee Shares or other shares of Common Stock, the Borrower shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities laws and regulations thereof applicable to the Borrower of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Facility Fee Shares and any other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities, as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.

  • System and Data Access Services a.System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund`s investment advisors, investment managers or fund accountants (the "Fund Accountants") or as the Fund`s independent auditors (the "Auditor"), with access to State Street`s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the "System") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "Designated Configuration") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.

  • Exchange Listing The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Market, subject to official notice of issuance.

  • The Guide to Custody in World Markets (hardcopy annually and regular website updates) An overview of settlement and safekeeping procedures, custody practices and foreign investor considerations for the markets in which State Street offers custodial services. Global Custody Network Review (annually) Information relating to Foreign Sub-Custodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Sub-Custodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Sub-Custodian banks. Securities Depository Review (annually) Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. Global Legal Survey (annually) With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts (i) access of a fund’s independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) a fund’s ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. Subcustodian Agreements (annually) Copies of the contracts that State Street has entered into with each Foreign Sub-Custodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. Global Market Bulletin (daily or as necessary) Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients. Foreign Custody Advisories (as necessary) For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street issues market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.

Time is Money Join Law Insider Premium to draft better contracts faster.