Exchange Act Reporting Requirements. From and after the date hereof, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. In addition, the Company shall use all commercially reasonable efforts to file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any successor provision) and the use of Form S-3. From and after the date hereof, the Company shall forthwith upon reasonable request furnish any Holder of Registrable Securities (i) a written statement by the Company that it has complied with such reporting requirements, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act pursuant to Rule 144 thereunder. The purpose of the foregoing requirements are (a) to enable any such Holder to comply with the current public information requirements contained in paragraph (c) of Rule 144 under the Securities Act (or any successor provision) and (b) to qualify the Company for the use of Registration Statements on Form S-3.
Exchange Act Reporting Requirements. The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and timely files reports with the SEC on the Electronic Data Gathering, Analysis, and Retrieval (EXXXX) system.
Exchange Act Reporting Requirements. The Company shall timely file such information, documents and reports as the SEC may require or prescribe under the Exchange Act. In addition, the Company shall timely file such other information, documents and reports as shall hereafter be required by the SEC as a condition to the availability of Rule 144 under the Securities Act (or any successor provision). The Company agrees to take no action to deregister its securities under the Exchange Act by filing of SEC Form 15 or otherwise, nor will it engage in any other "going private" transaction, in each case, until such time as all Registrable Securities have been sold by the Holders; provided, however, that the Company may enter into an arms-length going private transaction with a non-affiliated third party and, upon consummation thereof, the Company may deregister its securities. The Company shall, upon reasonable request, (i) furnish the Holders of Registrable Securities with (a) a written statement by the Company that it has complied with such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the SEC as the Holders may reasonably request in availing themselves of an exemption for the sale of Registrable Securities without registration under the Securities Act pursuant to Rule 144 thereunder and (ii) make such additional filings with the SEC as will enable the Holders to make sales of the Registrable Securities pursuant to Rule 144.
Exchange Act Reporting Requirements. Buyer shall remain in compliance with its reporting obligations under the Exchange Act until the Seller Noteholders and Seller Stockholders may resell all the shares of Augme Common Stock acquired pursuant to this Agreement under Rule 144 under the Securities Act in transactions in which the requirements of paragraph (c)(1) of such Rule 144 are not applicable.
Exchange Act Reporting Requirements. For a period of two years ----------------------------------- following the Merger Effective Date, USFloral shall (i) make and keep public information available, as those terms are defined in Rule 144 promulgated under the Securities Act of 1993, as amended (the "1933 Act") by the SEC and (ii) file with the SEC in a timely manner all reports and other documents required to be filed by USFloral under the 1933 Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Exchange Act Reporting Requirements. On or prior to September 30, 2008, the Company shall have filed with the Commission all reports required to be filed by it under the Exchange Act by issuers that are subject to the reporting requirements of the Exchange Act (whether or not the Company is subject to the reporting requirements of the Exchange Act), and the Company shall thereafter continue to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all such reports with the Commission. Any waiver of compliance with Section 4.3 of the Purchase Agreement hereunder, and of resulting Events of Default under Sections 8(a)(ii), (iii), (iv) and (ix) of the Note (as amended hereby), shall be applicable only until such date.
Exchange Act Reporting Requirements. When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any successor provision) and the use of Form S-3. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of applicable Restricted Stock (i) a written statement by the Company that it has complied with
Exchange Act Reporting Requirements. The Company shall timely file such information, documents and reports as the SEC may require or prescribe under the Exchange Act. In addition, the Company shall file such other information, documents and reports as shall hereafter be required by the SEC as a condition to the availability of Rule 144 under the Securities Act (or any successor provision). The Company shall, upon reasonable request, (i) furnish the Holders of Registrable Securities with (a) a written statement by the Company that it has complied with such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the SEC as the Holders may reasonably request in availing themselves of an exemption for the sale of Registrable Securities without registration under the Securities Act pursuant to Rule 144 thereunder and (ii) make such additional filings with the SEC as will enable the Holders to make sales of the Registrable Securities pursuant to Rule 144.
Exchange Act Reporting Requirements. When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any successor provision) and the use of Form S-3. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of applicable Restricted Stock (i) a written statement by the Company that it has complied with such reporting requirements, (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Restricted Stock without registration under the Securities Act. The purpose of the foregoing requirements are (x) to enable any such Holder to comply with the current public information requirements contained in paragraph (c) of Rule 144 under the Securities Act (or any successor provision) and (y) to qualify the Company for the use of registration statements on Form S- 3.
Exchange Act Reporting Requirements. The Company shall use its commercially reasonable efforts to take such action and file such information, documents and reports, as shall hereafter be required by the SEC as a condition to the availability of Rule 144 under the Securities Act (or any successor provision). The Company will reasonably cooperate with any Holder of Registrable Securities (including without limitation by making such representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemptions provided by Rules 144 and 144A (including without limitation the requirements of Rule 144A(d)(4)).
