Nasdaq Rules. The consummation of the Transactions will not result in violation by Purchaser of any applicable NASDAQ rules or requirements.
Nasdaq Rules. Except as described in the General Disclosure Package or the Prospectus, the Company is, and after giving effect to the sale of Shares will be, in compliance in all material respects with all applicable corporate governance requirements set forth in the NASDAQ Marketplace Rules. No approval of stockholders of the Company under the rules and regulations of NASDAQ is required for the Company to issue and deliver the Shares to the Underwriters.
Nasdaq Rules. The Company shall not have been notified by Nasdaq that the issuance of the Shares would constitute a violation of Nasdaq rules.
Nasdaq Rules. The Company is in compliance in all material respects with all applicable corporate governance requirements set forth in the Nasdaq Stock Market Rules (and the related rules).
Nasdaq Rules. As of the effective date of the Registration Statement, the Company’s Board of Directors shall have validly appointed an audit committee and nominating committee whose composition satisfies the requirements of the rules and regulations of the Nasdaq Stock Market (“Nasdaq”), including the phase-in-periods described in the Nasdaq Rules and the Board of Directors and/or audit committee and the nominating committee has each adopted a charter that satisfies the requirements of Nasdaq. Neither the Board of Directors nor the audit committee has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Nasdaq Rules. The issuance and sale of the Shares and Warrants hereunder does not contravene the rules and regulations of the Nasdaq Global Market.
Nasdaq Rules. Margate shall comply with all rules and regulations of the Nasdaq Stock Market, Inc. applicable to it in connection with the Reorganization and the Merger.
Nasdaq Rules. AspenTech shall comply in all material respects with all rules and regulations of the Nasdaq Stock Market, Inc. applicable to it in connection with the Merger.
Nasdaq Rules. In accordance with the shareholder approval requirements under the rules of the Nasdaq Stock Market, notwithstanding any other provision contained in this Agreement, the Debenture or the Warrants, in no event shall the Company be obligated in connection with the transactions contemplated hereby to issue shares representing more than 19.99% of its outstanding capital stock as of the date hereof (and before giving effect to the transactions contemplated hereby) without prior approval of its shareholders at a general meeting called for that purpose.
Nasdaq Rules. In accordance with the shareholder approval requirements under the rules of The Nasdaq Stock Market, notwithstanding any other provision contained in this Agreement, the Convertible Notes or the Warrants or any other Transaction Document, in no event shall the Company be obligated in connection with the transactions contemplated hereby to issue a number of Ordinary Shares representing more than 19.99% of its outstanding capital stock as of the date hereof (and before giving effect to the transactions contemplated hereby) (or such other applicable number of Ordinary Shares as may be provided under the rules of The Nasdaq Stock Market from time to time) without approval of its shareholders at a general meeting called for that purpose. For the avoidance of doubt, no Buyer shall be permitted to vote any Ordinary Shares purchased or otherwise received (by way of conversion of the Convertible Notes or upon exercise of warrants) pursuant to the transactions contemplated by this Agreement at any such general meeting.
