Common use of Company’s Obligations Upon Closing Clause in Contracts

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 4 contracts

Samples: Standby Equity Distribution Agreement (Startech Environmental Corp), Standby Equity Distribution Agreement (Indigo-Energy, Inc.), Standby Equity Distribution Agreement (Cti Industries Corp)

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Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;; and (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 4 contracts

Samples: Securities Purchase Agreement (First Liberty Power Corp), Securities Purchase Agreement (Frozen Food Gift Group, Inc), Securities Purchase Agreement (Cyplasin Biomedical Ltd.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The the Company’s transfer agent shall be DWAC eligible.

Appears in 3 contracts

Samples: Indirect Primary Offering Agreement (Marketing Worldwide Corp), Equity Distribution Agreement (Red Rock Pictures Holdings, Inc), Equity Distribution Agreement (Exobox Technologies Corp.)

Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to the Investor via DWAC transfer the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The the Company’s transfer agent shall be DWAC eligible.

Appears in 3 contracts

Samples: Securities Purchase Agreement (North Bay Resources Inc), Securities Purchase Agreement (Bergio International, Inc.), Securities Purchase Agreement (Skins Inc.)

Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cord Blood America, Inc.), Securities Purchase Agreement (Cord Blood America, Inc.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Company shall maintain the effectiveness of the Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SECAdvance; (iii) the Company shall have obtained obtain all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the Company shall pay all any unpaid fees as set forth in Section 12.4 below shall have been paid or can be withheld withhold such amounts as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 2 contracts

Samples: Equity Line Agreement (China Shoe Holdings, Inc.), Equity Line Agreement (China Shoe Holdings, Inc.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.32.03. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s The Registration Statement with respect to shall be effective and available for the resale of the all applicable shares of Common Stock delivered to be issued in connection with the Advance and certificates evidencing such shares shall have been declared effective by the SEC;be free of restrictive legends. (iii) the The Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject;. (iv) the The Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;. (v) the The Company shall pay any unpaid fees as set forth in Section 12.4 below shall have been paid 12.04 or can be withheld withhold such amounts as provided in Section 2.3; and2.03. (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 2 contracts

Samples: Standby Equity Distribution Agreement (Power of the Dream Ventures Inc), Standby Equity Distribution Agreement (Power of the Dream Ventures Inc)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s The Registration Statement with respect filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of the all applicable shares of Common Stock delivered to be issued in connection with the Advance and certificates evidencing such shares shall have been declared effective by the SECbe free of restrictive legends; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the Company shall pay any unpaid fees as set forth in Section 12.4 below shall have been paid or can be withheld withhold such amounts as provided in Section 2.3; and (vi) The the Company’s transfer agent shall be DWAC eligible.

Appears in 2 contracts

Samples: Standby Equity Distribution Agreement (Colorado Goldfields Inc.), Standby Equity Distribution Agreement (Colorado Goldfields Inc.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s 's transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Visiongateway Inc)

Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (ii) the Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations;; and (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genesis Electronics Group, Inc.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.32.03. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of the all applicable shares of Common Stock delivered to be issued in connection with the Advance and certificates evidencing such shares shall have been declared effective by the SECbe free of restrictive legends; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the Company shall pay any unpaid fees as set forth in Section 12.4 12.04 below or shall have been paid or can be withheld withhold such amounts as provided in Section 2.32.03; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Hydrogen Engine Center, Inc.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Company shall maintain the effectiveness of the Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SECAdvance; (iii) the Company shall have obtained obtain all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed file with the SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (v) the Company shall pay all any unpaid fees as set forth in Section 12.4 below shall have been paid or can be withheld withhold such amounts as provided in Section 2.3; and (vi) The Company’s 's transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Epicept Corp)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Company shall maintain the effectiveness of the Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SECAdvance; (iii) the Company shall have obtained obtain all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed file with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the Company shall pay all any unpaid fees as set forth in Section 12.4 below shall have been paid or can be withheld withhold such amounts as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.[RESERVED]

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Signalife, Inc.)

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Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor by DWAC transfer the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The the Company’s transfer agent shall be DWAC eligible. (vii) All of the Company’s representations and warranties contained in this agreement shall remain true and accurate.

Appears in 1 contract

Samples: Indirect Primary Offering Agreement (Enhance Skin Products Inc)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends.; (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Wherify Wireless Inc)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations;; and (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Brightec, Inc)

Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (ii) the Company’s 's Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the The Company shall have obtained all material permits pern1its and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subjectsubject ; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations;; and (v) the fees The Commitment fee as set forth in Section 12.4 below 12.4, to the extent due, shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligiblepaid.

Appears in 1 contract

Samples: Securities Purchase Agreement (Las Vegas Railway Express, Inc.)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Liberty Star Gold Corp)

Company’s Obligations Upon Closing. (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligible.

Appears in 1 contract

Samples: Standby Equity Distribution Agreement (Marshall Edwards Inc)

Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to the Investor the shares of Common Stock applicable to the Advance in accordance with Section 2.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (ii) the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations;; and (v) the fees Commitment Fee as set forth in Section 12.4 below 12.4, to the extent due, shall have been paid or can be withheld as provided in Section 2.3; and (vi) The Company’s transfer agent shall be DWAC eligiblepaid. .

Appears in 1 contract

Samples: Securities Purchase Agreement (Stragenics, Inc.)

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