Audit by NASDAQNasdaq Sample Clauses

Audit by NASDAQNasdaq. From time to time, NASDAQNasdaq may cause Vendor's (a) records of Subscriber Interrogation Devices, (b) reports and payments to NASDAQNasdaq under this Agreement, and (c) data processing equipment and communications facilities used to receive the Information and/or to provide the Service, to be reviewed by NASDAQNasdaq personnel and/or auditors of NASDAQNasdaq's choice (collectively, “Nasdaq Audit Personnel”), subject to the provisions of this Section 4.09. For the avoidance of doubt, any such Nasdaq Audit Personnel NASDAQ personnel or auditors shall not access, examine, observe, review or in any way gain disclosure to any information of Vendor, which is protected under applicable banking secrecy regulations. The review shall be scheduled upon reasonable notice to Vendor, conducted in Vendor's offices where its records are kept or its data processing equipment and communications facilities are located, and subject to Vendor’s reasonable procedures and policies on facility access, provided, however, nothing therein will limit NASDAQNasdaq’s ability to satisfy its obligations as set forth in this Section 4.09. Upon reasonable request, Vendor shall make available for review all records and supporting documentation necessary in the reasonable judgment of the NASDAQNasdaq Aaudit Ppersonnel to reach a conclusion as to the accuracy and completeness of: (i) Vendor's reports to NASDAQNasdaq, (ii) the payments connected therewith, and (iii) the description set forth in Vendor’s System Description. If the examination conducted by NASDAQNasdaq Audit Ppersonnel or its auditors reveals that there may be errors in Vendor’s reporting of Subscriber Interrogation Devices, if any, or those measurements of Information usage that must be reported to NASDAQNasdaq as set forth in this Agreement and the NASDAQNasdaqUTP Plan Requirements or exceptions or errors in the audit reports provided to NASDAQNasdaq pursuant to Section 4.08, Vendor shall notify Vendor's Auditors and direct them to perform such procedures as are necessary to determine the magnitude of any adjustments of amounts previously remitted to NASDAQNasdaq relating to the audit period in question and to provide NASDAQNasdaq with the results thereof within ninety (90) days after notice from NASDAQNasdaq. If the review conducted by NASDAQNasdaq relates to a previously unaudited period, then unless Vendor shall cause Vendor's Auditors (at the Vendor's sole expense) to review the unaudited period and to determine the magn...
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Related to Audit by NASDAQNasdaq

  • Nasdaq Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

  • Nasdaq National Market The Common Stock is listed on the Nasdaq National Market System, and there are no proceedings to revoke or suspend such listing.

  • Nasdaq Compliance The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on The Nasdaq Stock Market, Inc. National Market (the "Nasdaq National Market"), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or de-listing the Common Stock from the Nasdaq National Market, nor has the Company received any notification that the Securities and Exchange Commission (the "SEC") or the NASD is contemplating terminating such registration or listing.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NASDAQ Global Select Market to enable the delisting by the Surviving Corporation of the Shares from the NASDAQ Global Select Market and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • NYSE The outstanding shares of Common Stock and the Securities to be sold by the Company hereunder have been approved for listing, subject only to official notice of issuance, on the NYSE, and are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Securities under the Exchange Act or delisting any such securities from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

  • Nasdaq National Market Listing The shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement shall have been authorized for listing on the Nasdaq National Market upon official notice of issuance.

  • The Nasdaq Capital Market By the Effective Date, the Securities shall have been approved for trading on the Nasdaq Capital Market.

  • Nasdaq Stock Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

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

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