Common use of Listing/DTC Clause in Contracts

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs); provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Unilife Corp)

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Listing/DTC. The To the extent applicable, the Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares Securities to be issued to the Investor hereunder under this Agreement on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Stock, including the Securities, on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Stock, including the Securities, on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Stock, including the Securities, can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Viking Therapeutics, Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the American Depositary Shares representing the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is American Depositary Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock American Depositary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock American Depositary Shares on the Principal Market and on the ASX (in the form of CDIs) and shall use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock American Depositary Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock American Depositary Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC (including on Form 6-K) under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all commercially reasonable action necessary to ensure that its Common Stock American Depositary Shares can be transferred electronically as DWAC DTC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Freeline Therapeutics Holdings PLC)

Listing/DTC. The Company shall promptly secure the listing of all of the Ordinary Shares representing the Purchase Shares, Commitment Shares, Additional Commitment Shares, Filing Default Shares and Commitment Effectiveness Default Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock Ordinary Shares is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Ordinary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Ordinary Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Ordinary Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock Ordinary Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information information, and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 86-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Ordinary Shares can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Bit Digital, Inc)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder under this Agreement on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment SharesSecurities. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Stock, including the Securities, on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Stock, including the Securities, on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Stock, including the Securities, can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Invivo Therapeutics Holdings Corp.)

Listing/DTC. The Company shall promptly secure the listing of all of the Common Shares representing the Purchase Shares, Commitment Shares, Additional Commitment Shares, Filing Default Shares and Commitment Effectiveness Default Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information information, and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Shares can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Remark Holdings, Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities Purchase Shares and Commitment Shares from time to time issuable hereunder. The Company further agrees that following hereunder on the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment SharesPrincipal Market. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or Market, unless the Common Stock is immediately thereafter traded on the ASX (in New York Stock Exchange, the form of CDIs); providedNYSE American, howeverThe Nasdaq Global Select Market, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXThe Nasdaq Global Market, or The Nasdaq Capital Market. The Company shall promptlyuse commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all Purchase Shares and in no event later than the following Business Day, Commitment Shares from time to time issuable hereunder. The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC and under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all commercially reasonable action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities Purchase Shares and Commitment Shares from time to time issuable hereunder. The Company further agrees that following hereunder on the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment SharesPrincipal Market. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or Market, unless the Common Stock is immediately thereafter traded on the ASX (in New York Stock Exchange, the form of CDIs); providedNYSE American, howeverThe Nasdaq Global Select Market, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXThe Nasdaq Global Market, or The Nasdaq Capital Market. The Company shall promptlyuse commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all Purchase Shares and in no event later than the following Business Day, Commitment Shares from time to time issuable hereunder. The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC and under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all commercially reasonable action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Veru Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities Purchase Shares and Commitment Shares from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws Exchange Act, the Bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all commercially reasonable action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares. (d) Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents (in their capacities as such), representatives (in their capacities as such) and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

Appears in 1 contract

Samples: Execution Copy 152422163 152422163 152422163 Purchase Agreement (Aquestive Therapeutics, Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the Ordinary Shares representing the Purchase Shares, Commitment Shares, Additional Commitment Shares, Filing Settlement Shares and Commitment Effectiveness Settlement Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock Ordinary Shares is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Ordinary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Ordinary Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Ordinary Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock Ordinary Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information information, and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 86-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Ordinary Shares can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Bit Digital, Inc)

Listing/DTC. The Company shall promptly secure the listing of all of the American Depositary Shares representing the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock American Depositary Shares is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock American Depositary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock American Depositary Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock American Depositary Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock American Depositary Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information information, and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 86-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock American Depositary Shares can be transferred electronically as DWAC DTC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Stealth BioTherapeutics Corp)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder under this Agreement on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Stock, including the Purchase Shares, on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Stock, including the Purchase Shares, on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Stock, including the Purchase Shares, can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Obalon Therapeutics Inc)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment SharesSecurities. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Shares, including the Securities, on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Shares, including the Securities, on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 86-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Shares, including the Securities, can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Altamira Therapeutics Ltd.)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to While the Investor hereunder it will apply to ASX for official quotation of such Securities (in holds any Securities, the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or on Market. While the ASX (in Investor holds any Securities, the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. The Company shall promptly, and in no event later than the Business Day immediately following Business Daythe date of receipt by the Company, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company (i) reasonably believes constitutes material non-public information and the Company would or (ii) is not be required to be publicly disclose such notice disclosed in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The While the Investor holds any Securities, the Company shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Dare Bioscience, Inc.)

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Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Shares shall be so listed, such listing of all such Securities from time to time Purchase Shares issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Shares, including the Purchase Shares, on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Shares, including the Purchase Shares, on the Principal Market Market. For as long as the Investor or on any of its affiliates beneficially owns or holds, directly or indirectly, any Purchase Shares, the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 86-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Shares, including the Purchase Shares, can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Auris Medical Holding AG)

Listing/DTC. The Company shall promptly secure the listing, or conditional listing as applicable, of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market and the NEO (subject to standard listing conditions, if any, for transactions of this nature, official notice of issuance), issuance and the Exchange Cap) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and and, for so long as the ASX; provided, however, that nothing contained herein Common Shares shall prohibit the Company from voluntarily delisting the CDIs from quotation be listed on the ASXNEO, shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the NEO. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock Shares for listing on the Principal Market or on the ASX (in the form of CDIs); provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities ActNEO. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Shares can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Cybin Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares Securities to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is Ordinary Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock Ordinary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Ordinary Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Ordinary Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock Ordinary Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and that the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay pay, or shall procure the payment of, all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Ordinary Shares can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Nabriva Therapeutics PLC)

Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities Purchase Shares and Commitment Shares from time to time issuable hereunder. The Company further agrees that following hereunder on the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment SharesPrincipal Market. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or Market, unless the Common Stock is immediately thereafter traded on the ASX (in New York Stock Exchange, the form of CDIs); providedNYSE American, howeverthe Nasdaq Global Select Market, that nothing contained herein shall prohibit the Company from voluntarily delisting Nasdaq Global Market, or the CDIs from quotation on the ASXNasdaq Capital Market. The Company shall promptlyuse commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all Purchase Shares and in no event later than the following Business Day, Commitment Shares from time to time issuable hereunder. The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC and under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all commercially reasonable action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares. Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

Appears in 1 contract

Samples: Purchase Agreement (Aspira Women's Health Inc.)

Listing/DTC. The Company shall promptly secure the listing of all of the American Depositary Shares representing the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is American Depositary Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock American Depositary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock American Depositary Shares on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock American Depositary Shares on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock American Depositary Shares for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and that the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 86-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock American Depositary Shares can be transferred electronically as DWAC DTC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Evaxion Biotech a/S)

Listing/DTC. The Company shall use its commercially reasonable efforts to promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the shares of New Common Stock is are then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of New Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the New Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the New Common Stock on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX any Person regarding the continued eligibility of the New Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC and under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary use its commercially reasonable efforts to ensure that its shares of New Common Stock can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Andretti Acquisition Corp.)

Listing/DTC. The To the extent applicable, the Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder under this Agreement on the Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Sharesunder this Agreement. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock Stock, including the Purchase Shares, on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein Market. The Company shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASX. Neither the Company nor any of its Subsidiaries shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock Stock, including the Purchase Shares, on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock Stock, including the Purchase Shares, can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement (Viking Therapeutics, Inc.)

Listing/DTC. The In the event that the Common Stock becomes listed or quoted on a national securities exchange or automated quotation system, the Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the such Principal Market (subject to official notice of issuance), ) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable best efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company further agrees that following the issuance of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder it will apply to ASX for official quotation of such Securities (in the form of CDIs) in the form and within the time limit required by the ASX Listing Rules, and will provide ASX with a cleansing notice in compliance with sections 708A(5) and (6) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) within five (5) business days of the issue of the Purchase Shares and Commitment Shares. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and on the ASX (in the form of CDIs) and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market and the ASX; provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market or on the ASX (in the form of CDIs); provided, however, that nothing contained herein shall prohibit the Company from voluntarily delisting the CDIs from quotation on the ASXMarket. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from the Principal Market or the ASX regarding the continued eligibility of the Common Stock for listing on the Principal Market or on the ASX (in the form of CDIs)Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c)Section. The Company shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

Appears in 1 contract

Samples: Purchase Agreement Purchase Agreement (Provectus Pharmaceuticals Inc)

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