Exchange Registration. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on the NYSE American under the symbol “AUG” and the TSX under the symbol “AUG,” and the Company has taken no action designed to terminate the registration of the Common Shares under the Exchange Act or delisting the Common Shares from either of the Exchanges, nor, except as disclosed in the Offering Documents, has the Company received any notification that the SEC, the Canadian Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Offering Documents, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Common Shares thereon. As at the Closing Date, the Company will have obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Canadian Securities Commissions, where applicable, required for the listing and trading of the Offered Shares subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange. In this Agreement, a reference to “knowledge” of the Company, means the knowledge of Xxxx Xxxxx, Executive Chairman, Xxxxx Xxxxxxx, President and Chief Executive Officer, Xxxxxxx Xxxxxxxxxx, Chief Operating Officer and Xxxxx Xxxx, Chief Financial Officer and Corporate Secretary, in each case, after reasonable inquiry within the scope of such person’s duties. Any certificate signed by any officer on behalf of the Company or any of the Material Subsidiaries and delivered to the Underwriters or counsel for the Underwriters in connection with the offering of the Offered Shares shall be deemed to be a representation and warranty by the Company or Material Subsidiaries, as the case may be, as to matters covered thereby, to each Underwriter. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 15(1) hereof, counsel to the Company and counsel to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Exchange Registration. (a) The Company shall use its commercially reasonable efforts to file with the SEC prior to the time that LLC Units held by Covered Persons become available for exchange for Class A Common Stock pursuant to the terms of the Exchange Agreement and cause to be declared effective under the Securities Act by the SEC promptly thereafter, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Company from time to time to the Covered Persons of all shares of Class A Common Stock deliverable to the Covered Persons in exchange for LLC Units pursuant to the Exchange Agreement or (ii) if the Company determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such shares of Class A Common Stock by the Covered Persons.
Exchange Registration. (a) The Company may, in its sole discretion, elect to file and cause to be declared effective under the Securities Act by the SEC one or more registration statements on any appropriate form (the “Exchange Registration”) covering the delivery by the Company or its subsidiaries, from time to time, to the Covered Persons of Class A Shares registered under the Securities Act in exchange for such Och-Ziff Operating Group A Units.
Exchange Registration. The Shares are registered pursuant to Section 12(b) of the Exchange Act and are accepted for trading on NYSE American and the NEO under the symbol "CYBN", and the Company has taken no action designed to terminate the registration of the Shares under the Exchange Act or delisting the Shares from either of the Exchanges, nor, except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, has the Company received any notification that the SEC, the Securities Commissions or either of the Exchanges is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the Company has complied in all material respects with the applicable requirements of the Exchanges for maintenance of inclusion of the Shares thereon. As at each Applicable Time, the Company will have obtained, all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the Exchanges, the SEC and the Securities Commissions, where applicable, required for the listing and trading of the Placement Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of each Exchange.
Exchange Registration. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is accepted for trading on the NYSE American under the symbol “ASM” and the TSX under the symbol “ASM,” and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act or delisting the Common Stock from either the NYSE American or the TSX, nor, except as disclosed in the Registration Statement and the Prospectus, has the Company received any notification that the Commission, the applicable Canadian securities regulators or either the NYSE American or the TSX is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement and the Prospectus, the Company has complied in all material respects with the applicable requirements of the NYSE American or the TSX for maintenance of inclusion of the Common Stock thereon. The Company has obtained all necessary consents, approvals, authorizations or orders of, or filing, notification or registration with, the NYSE American or the TSX, the Commission and the applicable Canadian securities regulators, where applicable, required for the listing and trading of the Placement Shares, subject only to satisfying their standard listing and maintenance requirements. The Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements of both the NYSE American or the TSX. Any certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
Exchange Registration. At such time as the Company first becomes eligible to file a Registration Statement on Form S-3, which shall be not less than one year after the date hereof, the Company shall, as promptly as reasonably practicable, file and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws a registration statement (“Exchange Registration Statement”) for the shares of Common Stock issuable upon Exchange of all of the shares of Class C Common Stock together with all of the Virtu Financial Units held by the Employee Holders for shares of Common Stock. Such registration pursuant to this Section 3.3, including as amended, renewed or replaced as provided in Section 3.3(b), is referred to herein as an “Exchange Registration.”
Exchange Registration. In the event that the Company delivers to the Trustee a copy of an order of effectiveness or a certification of the Company with respect to such effectiveness with respect to the Exchange Offer, the Trustee shall, at the Company's expense, notify the Holders of the receipt of such order of effectiveness or certification and upon the request of any Holder shall exchange such Holder's Series A Notes for Series B Notes upon the terms set forth in the Exchange Offer.
Exchange Registration. As soon as possible after the first year anniversary of the closing date of the IPO and in any event prior to the 15-month anniversary of the closing date of the IPO, to the extent then permissible in the opinion of counsel to the Company based upon SEC rules and staff interpretations thereof, the Company shall file with the SEC one or more registration statements (the “Exchange Registration Statement”) covering the delivery of all Class A Common Stock by the Company, in exchange for Units and shares of Common Stock pursuant to Section [ ] of the Operating Agreement. The Company shall use its commercially reasonable efforts, prior to the 15-month anniversary of the closing date of the IPO and in any event as soon as possible after the first anniversary of the closing date of the IPO, to cause such Exchange Registration Statement, if filed, to be declared effective under the Securities Act by the SEC. The Company shall use its commercially reasonable efforts to keep the Exchange Registration Statement, if filed and declared effective, to be continuously effective, subject to Section 4(d), until all of the Units of the Stockholders included in any such registration statement shall have actually been exchanged thereunder.
Exchange Registration. The Company shall file and use its best efforts to cause to be declared or become effective under the Act, on or prior to 120 days after the Closing Date, a registration statement on Form S-4 providing for the registration of the Exchange Securities and the exchange of the Securities for the Exchange Securities, all in a manner which will permit persons who acquire the Exchange Securities to resell the Exchange Securities pursuant to Section 4(1) of the Act;
Exchange Registration. In the event that the Company delivers to the Trustee a copy of an order of effectiveness or a certification of the Company with respect to such effectiveness with respect to the Exchange Offer, the Trustee shall, at the Company's expense, notify the Holders of the receipt of such order of effectiveness or certification and upon the request of any Holder shall exchange such Holder's Notes upon the terms set forth in the Exchange Offer.
