U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 2186 contracts
Samples: Securities Purchase Agreement (Akoustis Technologies, Inc.), Securities Purchase Agreement (Presto Automation Inc.), Securities Purchase Agreement (GeoVax Labs, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 467 contracts
Samples: Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (ClearSign Technologies Corp), Underwriting Agreement (ENDRA Life Sciences Inc.)
U.S. Real Property Holding Corporation. The Neither the Company is not nor any of its Subsidiaries is, or has ever been, and has never been so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company and each Subsidiary shall so certify upon Purchaserany Buyer’s request.
Appears in 206 contracts
Samples: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (Auddia Inc.), Securities Purchase Agreement (Aditxt, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserInvestor’s request.
Appears in 119 contracts
Samples: Securities Purchase Agreement (Bruush Oral Care Inc.), Securities Purchase Agreement (Bruush Oral Care Inc.), Purchase Agreement (RemSleep Holdings Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 99 contracts
Samples: Securities Purchase Agreement (Erayak Power Solution Group Inc.), Securities Purchase Agreement (Corvus Pharmaceuticals, Inc.), Securities Purchase Agreement (BioXcel Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Underwriters’ request.
Appears in 83 contracts
Samples: Underwriting Agreement (WORK Medical Technology Group LTD), Underwriting Agreement (Linkage Global Inc), Underwriting Agreement (Linkage Global Inc)
U.S. Real Property Holding Corporation. The Neither the Company is not nor any of its Subsidiaries is, or has ever been, and has never been so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Purchaserany Buyer’s request.
Appears in 79 contracts
Samples: Securities Purchase Agreement (Tantech Holdings LTD), Securities Purchase Agreement (Solidion Technology Inc.), Securities Purchase Agreement (Jeffs' Brands LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Underwriter’s request.
Appears in 65 contracts
Samples: Underwriting Agreement (MED EIBY Holding Co., LTD), Underwriting Agreement (PolyPid Ltd.), Underwriting Agreement (Volitionrx LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Manager’s request.
Appears in 51 contracts
Samples: The Market Offering Agreement (Interactive Strength, Inc.), Market Offering Agreement (Nauticus Robotics, Inc.), Market Offering Agreement (GRI BIO, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. United States real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 43 contracts
Samples: Form of Securities Purchase Agreement (Inuvo, Inc.), Securities Purchase Agreement (Englobal Corp), Securities Purchase Agreement (Verb Technology Company, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon a Purchaser’s request.
Appears in 38 contracts
Samples: Securities Purchase Agreement (Wisa Technologies, Inc.), Securities Purchase Agreement (Arq, Inc.), Securities Purchase Agreement (Wisa Technologies, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 25 contracts
Samples: Subscription Agreement (Orion Ethanol, Inc), Securities Purchase Agreement (Brooke Corp), Securities Purchase Agreement (Avanex Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserUnderwriter’s request.
Appears in 22 contracts
Samples: Underwriting Agreement (NXT-Id, Inc.), Underwriting Agreement (NXT-Id, Inc.), Underwriting Agreement (Enservco Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s reasonable request.
Appears in 21 contracts
Samples: Securities Purchase Agreement (Genetic Technologies LTD), Securities Purchase Agreement (BioLineRx Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 20 contracts
Samples: Securities Purchase Agreement (GridIron BioNutrients, Inc.), Amended Securities Purchase Agreement (Recruiter.com Group, Inc.), Amended Securities Purchase Agreement (Recruiter.com Group, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Purchaser’s request.
Appears in 18 contracts
Samples: Securities Purchase Agreement (ZK International Group Co., Ltd.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s 's request.
Appears in 17 contracts
Samples: Securities Purchase and Exchange Agreement (Volcon, Inc.), Securities Purchase and Exchange Agreement (Volcon, Inc.), Securities Purchase Agreement (THC Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Minerva Neurosciences, Inc.), Securities Purchase Agreement (Us Dataworks Inc), Securities Purchase Agreement (Golden Autumn Holdings Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (China Natural Resources Inc), Securities Purchase Agreement (Chromocell Therapeutics Corp), Securities Purchase Agreement (Chromocell Therapeutics Corp)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. United States real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.), Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.), Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Buyer's request.
Appears in 15 contracts
Samples: Securities Purchase Agreement (EnergyTEK Corp.), Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Buyer's request.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (Telanetix,Inc), Securities Purchase Agreement (Nesco Industries Inc)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Investor’s request.
Appears in 13 contracts
Samples: Placement Agency Agreement (Digital Social Retail, Inc.), Underwriting Agreement (ADiTx Therapeutics, Inc.), Underwriting Agreement (ADiTx Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not and and, to the Company’s knowledge, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s reasonable request.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Histogen Inc.), Securities Purchase Agreement for Units (Tenax Therapeutics, Inc.), Securities Purchase Agreement (Histogen Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s reasonable request.
Appears in 13 contracts
Samples: Underwriting Agreement (BIT ORIGIN LTD), Underwriting Agreement (Tantech Holdings LTD), Underwriting Agreement (Meten Holding Group Ltd.)
U.S. Real Property Holding Corporation. The Company is not not, and has never been been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestthe request of any Investor.
Appears in 12 contracts
Samples: Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Integrated Biopharma Inc), Securities Purchase Agreement (Celsius Holdings, Inc.), Securities Purchase Agreement (Integrated Biopharma Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaseran Investor’s request.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Paid Inc), Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (Mitesco, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representatives’ request.
Appears in 12 contracts
Samples: Underwriting Agreement (Contango ORE, Inc.), Underwriting Agreement (Beam Global), Underwriting Agreement (J-Star Holding Co., Ltd.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representative's request.
Appears in 11 contracts
Samples: Underwriting Agreement (OceanPal Inc.), Underwriting Agreement (Sphere 3D Corp), GREENPOWER MOTOR Co INC.
U.S. Real Property Holding Corporation. The Company is not not, and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Buyer's request.
Appears in 10 contracts
Samples: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (Air Industries Group), Securities Purchase Agreement (Real Goods Solar, Inc.)
U.S. Real Property Holding Corporation. The Company is not and and, to the Company’s knowledge, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s reasonable request.
Appears in 9 contracts
Samples: Underwriting Agreement (Reviva Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Reviva Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Anixa Biosciences Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Purchasers’ request.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Volato Group, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.), Securities Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
U.S. Real Property Holding Corporation. The Company is not and and, to the knowledge of the Company, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s reasonable request.
Appears in 9 contracts
Samples: Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserHolder’s request.
Appears in 9 contracts
Samples: Securities Exchange Agreement (AgEagle Aerial Systems Inc.), Exchange Agreement (Edible Garden AG Inc), Securities Exchange Agreement (Unique Logistics International Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.. 15 Securities Purchase Agreement
Appears in 7 contracts
Samples: Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall will so certify upon Purchaser’s request.
Appears in 7 contracts
Samples: Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaser’s request.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the U.S. Internal Revenue Code of 1986, as amended, and amended (the Company shall so certify upon Purchaser’s request“Code”).
Appears in 7 contracts
Samples: Underwriting Agreement (Medlab Clinical Ltd.), Underwriting Agreement (Medlab Clinical Ltd.), Underwriting Agreement (XORTX Therapeutics Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 7 contracts
Samples: Underwriting Agreement (Sekur Private Data Ltd.), Underwriting Agreement (Inspire Veterinary Partners, Inc.), Underwriting Agreement (T1V, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Subscriber’s request.
Appears in 7 contracts
Samples: Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Buyer's request.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Quest Patent Research Corp), Securities Purchase Agreement (Msgi Security Solutions, Inc), Securities Purchase Agreement (China Bak Battery Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the U.S. Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Safe & Green Holdings Corp.), Securities Purchase Agreement (CNS Pharmaceuticals, Inc.), Securities Purchase Agreement (Safe & Green Holdings Corp.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Palatin Technologies Inc), Note and Warrant Purchase and Security Agreement (Broadcast International Inc)
U.S. Real Property Holding Corporation. The Neither the Company nor any of its Subsidiaries is not and or has never ever been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Edible Garden AG Inc), Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.), Securities Purchase Agreement (Edible Garden AG Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Underwriter’s reasonable request.
Appears in 6 contracts
Samples: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (Tantech Holdings LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserSubscriber’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Quantum Computing Inc.), Subscription Instructions (Quantum Computing Inc.), Subscription Agreement (Quantum Computing Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserSeaside’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Axxess Pharma Inc.), Securities Purchase Agreement (Axxess Pharma Inc.), Securities Purchase Agreement (Rightscorp, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Placement Agent’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Inhibikase Therapeutics, Inc.), Securities Purchase Agreement (BriaCell Therapeutics Corp.), Securities Purchase Agreement (Inhibikase Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and does not contemplate becoming a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any request by any Purchaser’s request.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Stock Purchase Agreement (Pacific Mercantile Bancorp)
U.S. Real Property Holding Corporation. The Company is not now and has never been a U.S. “United States real property holding corporation within the meaning of Section 897 of corporation” as defined in the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaser’s requestany applicable regulations promulgated thereunder.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (T2 Biosystems, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been a it ever been, as U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 5 contracts
Samples: Note Purchase Agreement (Umami Sustainable Seafood Inc.), Note Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Nexgen Biofuels LTD)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Buyer's request.
Appears in 5 contracts
Samples: Securities Purchase Agreement (DigitalFX International Inc), Investment Agreement (Bonds.com Group, Inc.), Investment Agreement (Benda Pharmaceutical, Inc.)
U.S. Real Property Holding Corporation. The Company Neither the Company, nor any of its Subsidiaries, is not and or has never ever been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Purchaserany Buyer’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Taronis Technologies, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 4 contracts
Samples: Escrow Agreement (Providence Service Corp), Securities Purchase Agreement (Active Power Inc), Note Purchase Agreement (Providence Service Corp)
U.S. Real Property Holding Corporation. The Company is not, nor has ever been, and so long as any of the Securities are held by any of the Buyers, shall not and has never been become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (theMaven, Inc.), Securities Purchase Agreement (theMaven, Inc.), Securities Purchase Agreement (theMaven, Inc.)
U.S. Real Property Holding Corporation. The Company is not not, has and has never been not ever been, and so long as any of the Securities are held by Buyer, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Skyline Medical Inc.), Securities Purchase Agreement (Tanzanian Royalty Exploration Corp), Securities Purchase Agreement (Applied Dna Sciences Inc)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserInvestor’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Zap), Form of Amendment and Exchange Agreement (WorldSpace, Inc), Redemption and Exchange Agreement (WorldSpace, Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Agent’s request.
Appears in 4 contracts
Samples: Open Market Sale (Vuzix Corp), Equity Distribution Agreement (Agrify Corp), Ra Medical Systems, Inc.
U.S. Real Property Holding Corporation. The Company is not now and has never been a U.S. real property holding corporation within "United States Real Property Holding Corporation" as defined in Section 897(c)(2) of the meaning Code and Section 1.897-2(b) of Section 897 of the Regulations promulgated by the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestService.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Icahn Carl C Et Al), Convertible Preferred Stock Purchase Agreement (Intelligent Systems Corp), Preferred Stock Purchase Agreement (Sonus Networks Inc)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 4 contracts
Samples: Security Purchase Agreement (Amyris, Inc.), Security Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Etelos, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Investors’ request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Mri Interventions, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestCode.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Annovis Bio, Inc.), Securities Purchase Agreement (Annovis Bio, Inc.), Preferred Stock Subscription Agreement (Lighting Science Group Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 4 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc), Securities Purchase Agreement (Uranium Resources Inc /De/), Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc)
U.S. Real Property Holding Corporation. The Company is not and and, to the Company’s knowledge, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 4 contracts
Samples: Underwriting Agreement (iMedia Brands, Inc.), Underwriting Agreement (iMedia Brands, Inc.), iMedia Brands, Inc.
U.S. Real Property Holding Corporation. The Company is not not, and has never been been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestthe request of any Investor.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Health Benefits Direct Corp), Securities Purchase Agreement (Health Benefits Direct Corp), Securities Purchase Agreement (Health Benefits Direct Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestthe request of the undersigned.
Appears in 3 contracts
Samples: Subscription Agreement (Liquidmetal Technologies Inc), Subscription Agreement (Liquidmetal Technologies Inc), Subscription Agreement (Liquidmetal Technologies Inc)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Preferred Shares remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Defense Systems Inc), Securities Purchase Agreement (TXCO Resources Inc), Securities Purchase Agreement (China Direct, Inc)
U.S. Real Property Holding Corporation. The Neither the Company nor any of its subsidiaries is, or has ever been, and so long as the Note is not and has never been held by the Buyer, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company and each subsidiary shall so certify upon Purchaserthe Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.)
U.S. Real Property Holding Corporation. The Neither the Company is not nor any of its subsidiaries is, or has ever been, and has never been so long as any of the Notes or Conversion Shares are held by any of the Purchasers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each subsidiary shall so certify upon any Purchaser’s 's request.
Appears in 3 contracts
Samples: Private Placement Purchase Agreement (New Mountain Finance Corp), Private Placement Purchase Agreement (New Mountain Finance Corp), Form of Private Placement Purchase Agreement (New Mountain Finance Corp)
U.S. Real Property Holding Corporation. The 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 Buyer, shall not and has never been become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each subsidiary shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and, so long as any Common Shares are held by any of the Buyers, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 3 contracts
Samples: Placement Agency Agreement (Helius Medical Technologies, Inc.), Placement Agency Agreement (Helius Medical Technologies, Inc.), Placement Agency Agreement (Novo Integrated Sciences, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s 's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (China Bak Battery Inc), Securities Purchase Agreement (China Security & Surveillance Technology, Inc.), Securities Purchase Agreement (China Security & Surveillance Technology, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cempra, Inc.), Purchase Agreement Purchase Agreement (Kv Pharmaceutical Co /De/), Securities Purchase Agreement (Kv Pharmaceutical Co /De/)
U.S. Real Property Holding Corporation. The Neither the Company is not and nor any of its Subsidiaries, if any, is, or has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon Purchasera Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Medicine Man Technologies, Inc.), Securities Purchase Agreement (Medicine Man Technologies, Inc.), Securities Purchase Agreement (Medicine Man Technologies, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. ”United States real property holding corporation within the meaning of Section 897 897(c)(2) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), during the applicable period specified in Section 897(c)(1)(A) of the Code, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 3 contracts
Samples: Underwriting Agreement (Ra Medical Systems, Inc.), Underwriting Agreement (Ra Medical Systems, Inc.), Ra Medical Systems, Inc.
U.S. Real Property Holding Corporation. The Company is not and has never not been a U.S. United States real property holding corporation within the meaning of Code Section 897 of 897(c)(2), during the Internal Revenue applicable period specified in Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestSection 897(c)(1)(A)(ii).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (REVA Medical, Inc.), Securities Purchase Agreement (REVA Medical, Inc.), Agreement and Plan of Merger (OccuLogix, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any Purchaser’s 's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (S&W Seed Co), Securities Purchase Agreement (Wynnefield Partners Small Cap Value Lp), Securities Purchase Agreement (S&W Seed Co)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Investor's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (SusGlobal Energy Corp.), Securities Purchase Agreement (SusGlobal Energy Corp.), Stock Purchase Agreement (Premier Biomedical Inc)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Subscriber's request.
Appears in 3 contracts
Samples: Seventh Amendment Subscription Agreement (SMTC Corp), Subscription Agreement (KushCo Holdings, Inc.), Subscription Agreement (SMTC Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaserthe Agent’s request.
Appears in 3 contracts
Samples: Market Issuance Sales Agreement (Neonode Inc.), S&W Seed Co, S&W Seed Co
U.S. Real Property Holding Corporation. The Company is not and not, or has never been a U.S. real property holding corporation Real Property Holding Corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any Purchaser’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchasera Holder’s request.
Appears in 3 contracts
Samples: Exchange Agreement (AMEDICA Corp), Exchange Agreement (AMEDICA Corp), Exchange Agreement (Immune Pharmaceuticals Inc)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Notes remain outstanding, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Verenium Corp), Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Investor’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Regado Biosciences Inc), Note Purchase Agreement (CDC Corp), Common Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)
U.S. Real Property Holding Corporation. The Company is not and has never not ever been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s Buyer's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.)
U.S. Real Property Holding Corporation. The Company is not and and, to the knowledge of the Company, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representatives’ reasonable request.
Appears in 3 contracts
Samples: Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.)
U.S. Real Property Holding Corporation. The Neither the Company nor any of its subsidiaries is not and now or has never ever been a U.S. “United States real property holding corporation within corporation,” as defined in Section 897(c)(2) of the meaning Code and Section 1.897-2(b) of Section 897 of the Regulations promulgated by the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestService.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Global Secure Corp.), Agreement and Plan of Merger (Global Secure Corp.)
U.S. Real Property Holding Corporation. The Company is not and has never not been a U.S. United States real property holding corporation within the meaning of Code Section 897 of 897(c)(2) during the Internal Revenue applicable period specified in Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestSection 897(c)(1)(A)(ii).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sm&A), Stock Purchase Agreement (Sm&A)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Selling Agent’s request.
Appears in 2 contracts
Samples: Selling Agent’s Agreement (MDB Capital Holdings, LLC), Selling Agent’s Agreement (MDB Capital Holdings, LLC)
U.S. Real Property Holding Corporation. The Company is not not, and has never been been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestCode.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)
U.S. Real Property Holding Corporation. The Neither the Company nor any of its Subsidiaries is not and or has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (ABT Holdings, Inc.), Securities Purchase Agreement (Content Checked Holdings, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been a it ever been, as U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Umami Sustainable Seafood Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any Purchaser’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (S&W Seed Co), Securities Purchase Agreement (S&W Seed Co)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 2 contracts
Samples: Underwriting Agreement (Profound Medical Corp.), Underwriting Agreement (Sg Blocks, Inc.)
U.S. Real Property Holding Corporation. The Company Corporation is not and not, or has never been a U.S. real property holding corporation Real Property Holding Corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company Corporation shall so certify upon any Purchaser’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
