Common use of Deliverables upon a Triggering Event Clause in Contracts

Deliverables upon a Triggering Event. The Company agrees that, during the term of this Agreement, upon: (A) the amendment or supplement of any Registration Statement or Prospectus, including any document incorporated by reference therein (other than an Other Offering Amendment or an amendment to a Current Report on Form 8-K the filing of which would not constitute a Triggering Event pursuant to clause (D) below); (B) the filing with the Commission of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, or any amendment thereto, in each case, of the Company; (C) the delivery of any Shares to the Agent as principal on a Settlement Date, at the Agent’s oral or written request and upon reasonable advance oral or written notice to the Company; or (D) the filing with the Commission of a Current Report on Form 8-K of the Company, or any amendment thereto, that is material to the offering of securities of the Company, in the reasonable discretion of the Agent (excluding any Current Report on Form 8-K that is “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K); provided, however, that any Current Report on Form 8-K, or amendment thereto, that relates to the same subject matter that was disclosed in a prior Securities Act or Exchange Act filing by the Company shall not constitute a Triggering Event; (any such event, a “Triggering Event”), then, unless the requirement is waived in writing by the Agent, the Company shall deliver or cause to be delivered to the Agent on the date of such Triggering Event (or, in the case of a Triggering Event under the foregoing clause (D), as promptly as practicable thereafter, but in any event no later than five (5) Trading Days after the date of such Triggering Event, if it is not reasonably practicable for the Company to deliver or cause to be delivered to the Agent on the date of such Triggering Event the required deliverables hereunder), the following:

Deliverables upon a Triggering Event. The Company agrees that, during the term of this Agreement, upon: (Aa) the amendment or supplement of any Registration Statement or Prospectus, including any document incorporated by reference therein (other than an Other Offering Amendment or an amendment to a Current Report on Form 8-K the filing of which would not constitute a Triggering Event pursuant to clause (D) below);therein, (Bb) the filing with the Commission of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, or any amendment thereto, in each case, of the Company;, (Cc) the delivery of any Shares are delivered to the Agent as principal on a Settlement Date, at the Agent’s oral or written request and upon reasonable advance oral or written notice to the Company; , or (Dd) the filing with the Commission of a Current Report on Form 8-K of the Company, or any amendment thereto, Company that is material to the offering of securities of the Company, in the reasonable discretion of the Agent (excluding any Current Report on Form 8-K that is “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K); providedAgent, however, that any Current Report on Form 8-K, or amendment thereto, that relates to the same subject matter that was disclosed in a prior Securities Act or Exchange Act filing by the Company shall not constitute a Triggering Event; (any such event, a “Triggering Event”), then, unless the requirement is waived in writing by the Agent, then the Company shall deliver or cause to be delivered to the Agent on the date of such Triggering Event, the following: (w) the written legal opinions of (i) Xxxxxx Song & Xxxxxxx LLP, New York counsel to the Company, dated the date of delivery in the form of Exhibit B; (ii) Xxxxxxx & Xxxxxxx, LPA, Florida counsel to the Company, dated the date of delivery and in the form of Exhibit C; (iii) Kim, Chang & Xxx, Korean counsel to the Company, dated the date of delivery and in the form of Exhibit D; and (iv) Dae-Ki Min, New Jersey counsel to the Company, dated the date of delivery and in the form of Exhibit E, or, in the discretion of the Agent, a reliance letter from such counsel to the Agent, permitting the Agent to rely on a previously delivered opinion letter, modified as appropriate for any passage of time or Triggering Event (orexcept that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of such Representation Date); (x) comfort letters, dated the date of delivery, of Xxxxxx & Xxxxxx, PC and PricewaterhouseCoopers LLP, the independent registered public accounting firms who have audited the financial statements included or incorporated by reference in the Registration Statement, in form and substance reasonably satisfactory to the Agent; it being understood that, in the case of a clause (d) above, any such comfort letters will only be required for the Triggering Event specified to the extent that it contains financial statements filed with the Commission under the foregoing clause Exchange Act and incorporated or deemed to be incorporated by reference into a Prospectus; (Dy) a certificate executed by the Secretary of the Company, signing in such capacity, dated the Applicable Time (A) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of the Shares pursuant to this Agreement), which authorization shall be in full force and effect on and as promptly as practicable thereafter, but in any event no later than five (5) Trading Days after of the date of such Triggering Eventcertificate, if it is not (B) certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed this Agreement for or on behalf of the Company, and (C) containing any other certification that the Agent shall reasonably practicable for request; and (z) a certificate executed by the Chief Executive Officer, the President or any Executive or Senior Vice President of the Company to deliver or cause and by the Chief Financial Officer of the Company, signing in such respective capacities, (A) confirming that the representations and warranties of the Company contained in this Agreement are true and correct, (B) that the Company has performed all of it obligations hereunder to be delivered performed on or prior to the Effective Date and as to the matters set forth in Section 5.01(a) hereof, and (C) containing any other certification that the Agent on the date of such Triggering Event the required deliverables hereunder), the following:shall reasonably request.

Deliverables upon a Triggering Event. The Company agrees that, during the term of this Agreement, upon: (A) the amendment or supplement of any Registration Statement or Prospectus, including any document incorporated by reference therein (other than supplement of the Prospectus related to an Other Offering Amendment or an amendment to a Current Report on Form 8-K the filing of which would not constitute a Triggering Event pursuant to clause (D) below)offering contemplated under this Agreement; (B) the filing with the Commission of an Annual Report annual report on Form 10-K or a Quarterly Report quarterly report on Form 10-Q, or any amendment thereto, in each case, of the Company; (C) the delivery of any Shares are delivered to the Agent as principal on a Settlement Date, at the Agent’s oral or written request and upon reasonable advance oral or written notice to the Company; or (D) the filing with the Commission of a Current Report on Form 8-K of the Company, or any amendment thereto, that is material to the offering of securities of the Company, in the reasonable discretion of the Agent (excluding any Current Report on Form 8-K that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K); provided, however, that any Current Report on Form 8-K, K or amendment thereto, thereto filed that relates to the same subject matter that as what was disclosed in a prior Securities Act or Exchange Act filing by the Company shall not constitute a Triggering Event; (any such event, a “Triggering Event”), then, unless the requirement is waived in writing by the Agent, the Company shall deliver or cause to be delivered to the Agent on prior to or simultaneous with the date next delivery of an Issuance Notice after such Triggering Event (or, in the each case of a Triggering Event under the foregoing pursuant to clause (D)C) above or a Triggering Event occurring during a Selling Period, as promptly as practicable thereafter, but in any event no later than five (5) Trading Days after on the date of such Triggering Event, if it is not reasonably practicable for the Company to deliver or cause to be delivered to the Agent on the date of such Triggering Event the required deliverables hereunder), the following:;