Nasdaq Matters. Prior to the Closing, the Company shall (a) take all actions which are necessary, including providing appropriate notice to NASDAQ of the transactions contemplated by this Agreement, for the Shares purchased at the Closing to remain listed on the NASDAQ Global Market and (b) comply with all listing, reporting, filing, and other obligations under the rules of NASDAQ and of the SEC.
Nasdaq Matters. (a) Parent shall file a notification of listing of additional shares (or such other form as may be required) with Nasdaq with respect to the shares of Parent Common Stock to be issued in the Merger and such other shares of Parent Common Stock to be reserved for issuance in connection with the Merger, and shall use reasonable best efforts to cause the shares of Parent Common Stock to be issued in the Merger and such other shares of Parent Common Stock to be reserved for issuance in connection with the Merger to be approved for listing on the Nasdaq, subject to official notice of issuance, prior to the Effective Time.
(b) Parent and the Company agree to cooperate in taking, or causing to be taken, all actions necessary to delist the Company Common Stock from the Nasdaq and terminate its registration under the Exchange Act, in each case, as promptly as practicable after the Effective Time, provided that such delisting and termination shall not be effective until after the Effective Time.
Nasdaq Matters. (a) The Company shall take all action required and shall make all submissions that are reasonably necessary to obtain written confirmation reasonably satisfactory to the GAP Purchasers from the Nasdaq that the approval of a majority of the Company's stockholders, present in person or proxy at a properly convened meeting of the Company's stockholders ("Stockholder Approval") to the issuance of the shares of Series D Preferred Stock to the GAP Purchasers is not required under the applicable Nasdaq rules and regulations in order to satisfy the Nasdaq Escrow Approval Condition. If the Company cannot obtain such written confirmation by January 31, 2001, it shall take all action required by the Nasdaq and applicable California law (including the actions referred to in Section 8.7(b)) to obtain Stockholder Approval for the issuance to the GAP Purchasers of the portion of the shares of Series D Preferred Stock that constitute the amount of shares of Series D Preferred Stock (determined assuming conversion of all of the shares of Series D Preferred Stock) in excess of 19.9% of the outstanding shares of the Common Stock on the date hereof (the "Applicable Stockholder Approval"). The Board of Directors shall recommend that the Company's stockholders vote in favor of the Applicable Stockholder Approval.
(b) If required pursuant to Section 8.7(a) of this Agreement, promptly after November 30, 2001, the Company will prepare and file with the Commission a proxy statement to be distributed to the Company's stockholders in connection with the solicitation of votes in favor of the Applicable Stockholder Approval, including any amendments or supplements thereto (the "Proxy Statement"). The Company will use all reasonable commercial efforts to have or cause the Proxy Statement to be cleared by the Commission as promptly as practicable. The Company agrees to provide the Purchasers and their respective counsel with any written comments the Company or its counsel may receive from the Commission with respect to the Proxy Statement promptly after the receipt of such comments. The Company will use all reasonable commercial efforts to cause the Proxy Statement (i) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (ii) to comply as to form in all material respects with the applicable pro...
Nasdaq Matters. Prior to the Closing, the Company shall (a) take all actions which are necessary, including providing appropriate notice to Nasdaq of the transactions contemplated by this Agreement, for the Shares purchased at the Closing to remain listed on the Nasdaq Global Select Market and (b) comply with all listing, reporting, filing, and other obligations under the rules of Nasdaq and of the SEC.
Nasdaq Matters. (i) Prior to the Closing, ProQR shall have taken all actions that are reasonably necessary, including providing appropriate notice to Nasdaq of the transactions contemplated by this Agreement, for the Shares to be listed on Nasdaq and shall have complied with all listing, reporting, filing and other obligations under the rules of Nasdaq and of the SEC with respect to the matters contemplated by this Agreement.
(ii) The Ordinary Shares shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall any such suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, in writing by the SEC or Nasdaq.
Nasdaq Matters. Prior to the Closing, the Company shall comply in all material respects with all listing, reporting, filing, and other obligations under the rules of Nasdaq.
Nasdaq Matters. (a) The Purchaser shall promptly prepare and submit to Nasdaq a listing application covering the Purchaser Shares comprising the Consideration, and shall use its reasonable efforts to obtain, prior to the Closing, approval for the listing of such Purchaser Shares, subject to official notice of issuance to Nasdaq, and the Seller shall cooperate with the Purchaser with respect to such quotation.
(b) The Purchaser shall disclose in its subsequent annual report on Form 20-F or, no later than the date on which its subsequent annual report on Form 20-F is required to be filed, in English on its corporate web site, that it does not follow the requirement of Nasdaq Listing Rule 4350(i) and include a brief statement of the Cayman Islands practice it follows in lieu of that requirement. If the Purchaser provides the disclosure only on its website, it shall state so in its annual report on Form 20-F and provide the web address at which the information may be obtained.
(c) Prior to the Closing, the Purchaser will submit to The Nasdaq Stock Market, Inc. a written statement from an independent Cayman Islands counsel certifying that the Purchaser’s practices, including in particular practices not in compliance with the matters described in Nasdaq Listing Rule 4350(i), are not prohibited by the laws of the Cayman Islands.
Nasdaq Matters. Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of NASDAQ to enable the delisting of the shares of Company Common Stock from NASDAQ and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time. Prior to the Closing Date, Parent shall file with NASDAQ any required notices or forms with respect to the shares of Parent Common Stock to be issued in the Merger.
Nasdaq Matters. (a) Parent shall file a notification of listing of additional shares (or such other form as may be required) with Nasdaq with respect to the Parent Ordinary Shares to be issued in the Merger and such other number of Parent Ordinary Shares to be reserved for issuance in connection with the Merger, and shall use reasonable best efforts to cause the Parent Ordinary Shares to be issued in the Merger and such other number of Parent Ordinary Shares to be reserved for issuance in connection with the Merger to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Effective Time.
(b) Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things necessary, proper or advisable on its part under applicable Laws and rules, regulations and policies of Nasdaq to delist the Company Common Stock from Nasdaq and terminate the registration of the Company Common Stock and other securities of the Company under the Exchange Act, in each case, as promptly as practicable after the Effective Time, provided that such delisting and deregistration shall not be effective until after the Effective Time.
Nasdaq Matters. The Company shall use all commercially reasonable efforts to maintain the quotation and listing on Nasdaq of all of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock and all of the shares of Common Stock issuable upon exercise of the Warrants. In addition, each of the General Atlantic Stockholders agree that as long as it is required to do so by Nasdaq, at any regular or special meeting of shareholders of the Company ("Stockholders Meeting") or in any written consent executed in lieu of such a Stockholders Meeting (a "Written Consent"), it will cause all voting securities owned in the aggregate by the General Atlantic Stockholders that would at any such Stockholders Meeting or in connection with any Written Consent constitute more than 19.99% of the outstanding voting power of the Company entitled to vote at such Stockholders Meeting or via such Written Consent to be voted in the same proportion as the other shares of the Company's Common Stock (other than any held by the General Atlantic Stockholder) are voted.
