Changes Due to Listing Requirements Sample Clauses

Changes Due to Listing Requirements. The Parties acknowledge that, notwithstanding anything to the contrary in this Agreement, in preparation for, and within ninety (90) days prior to, an Initial Offering (as defined in that certain Fifth Amended and Restated Investors’ Rights Agreement entered into as of the date herewith by and among the Tiger Shareholders, the Other Investor Shareholders, the Management Shareholders, the Expedia Shareholder and the Company, as amended, restated or otherwise modified (the “Investors’ Rights Agreement”)), Shareholders holding a majority of the Ordinary Shares may effect changes to the structure and composition of the Board, the committees thereof and to this Agreement consistent with the corporate governance requirements of applicable securities laws, the Securities and Exchange Commission and any relevant stock exchange, while otherwise adhering to the purpose of this Agreement to the fullest extent possible; provided, that (i) the Company shall avail itself of any available “controlled company” or similar or successor provision under applicable securities laws and the rules and regulations of the Securities and Exchange Commission and any relevant stock exchange, (ii) such changes shall not affect the rights of the Tiger Shareholders and the Expedia Shareholder under Sections 2 and 3(a) and (iii) if the Initial Offering (as defined in the Investor’ Rights Agreement) is not consummated by the end of such period, the Shareholders shall promptly take all necessary action to comply with the other terms of this Agreement. The Shareholders shall take all actions necessary in order to effect such changes to the structure and composition of the Board, the committees thereof and to this Agreement within the period specified in this Section 3(e).
Sample 1
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Related to Changes Due to Listing Requirements

  • Compliance with Nasdaq Continued Listing Requirements The Company is in compliance with applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the Company’s Knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Filing Requirements From the date of this Agreement and until the last to occur of (i) all the Conversion Shares have been resold or transferred by the Subscribers pursuant to a registration statement or pursuant to Rule 144(b)(1)(i), or (ii) none of the Notes and Warrants are outstanding (the date of such latest occurrence being the “End Date”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting requirements, and (D) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its commercially reasonable best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date. Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to each Subscriber promptly after such filing.

  • Listing and Maintenance Requirements; DTC Eligibility As of the Closing Date, the Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. As of the Closing Date, the Company has not received notice from the Trading Market or any Eligible Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market or Eligible Market, as applicable. As of the Closing Date, the Company is in compliance with all such listing and maintenance requirements. The Common Stock is eligible for participation in the DTC book entry system and has shares on deposit at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

  • Additional Reporting Requirements Borrower shall provide the following reports and statements to Lender as follows:

  • Financial Reporting Requirements The Borrower will:

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

  • Reporting Requirements of the Commission The Trustee and the Master Servicer shall reasonably cooperate with the Depositor and its counsel to enter into such amendments or modifications to this Agreement as may be necessary to comply with the Rules and any interpretations thereof by the staff of the Commission, subject to the provisions of Section 11.03 hereof.

  • ERISA Reporting Requirements Borrower shall furnish, or cause to be furnished, to Administrative Agent:

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