Common use of Nasdaq Stock Market Listing Clause in Contracts

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Units, each such unit consisting of one share of Acquiror Class A Common Stock and one-fourth of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCU”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOC”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCW”. As of the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants on the Nasdaq. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 4 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

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Nasdaq Stock Market Listing. The issued and outstanding Acquiror Units, each such unit consisting of one share of Acquiror Class A Common Stock and one-fourth of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCU”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOC”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCW”. As of the Original Agreement Datedate of this Agreement, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants on the Nasdaq. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 3 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Nasdaq Stock Market Listing. The issued and outstanding units of the Acquiror Units, each such unit consisting of one share of Acquiror Class A Common Stock and one-fourth of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCULMAOU”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCLMAO”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCWLMAOW”. As of the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable rules of Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There there is no Action pending or, to the Knowledge knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants or terminate the listing of Acquiror Class A Common Stock or Acquiror Warrants on the Nasdaq. None of Acquiror or its Affiliates has not taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror Warrants under the Exchange Act except Act. Except as contemplated by this Agreement. set forth on Schedule 6.12, Acquiror has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 2 contracts

Samples: Joinder Agreement (LMF Acquisition Opportunities Inc), Joinder Agreement (LMF Acquisition Opportunities Inc)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of Buyer, each such unit consisting comprised of one share of Acquiror Buyer Class A Common Stock and one-fourth half of a Buyer Warrant to acquire one Acquiror Warrantshare of Buyer Class A Common Stock, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCU”. EACPU.” The issued and outstanding shares of Acquiror Buyer Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOC”. EAC.” The issued and outstanding Acquiror Buyer Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCW”. As of the Original Agreement DateEACPW.” Buyer has not been notified by Nasdaq that it does not comply with any Nasdaq listing rule, Acquiror which noncompliance is not subject to any compliance extension or ability to remedy, in compliance in all material respects with the applicable each case as permitted by Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrantsrules. There is no Action pending or, to the Knowledge of AcquirorBuyer’s knowledge, threatened in writing, against Acquiror Buyer by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Buyer Class A Common Stock or Acquiror Buyer Warrants or terminate the listing of the Buyer Class A Common Stock or the Buyer Warrants on the Nasdaq, other than Actions where a compliance extension or ability to remedy is available under applicable Law. None of Acquiror Buyer or its Affiliates has taken any action in an attempt to intentionally terminate the registration of the Acquiror Buyer Class A Common Stock or Acquiror Buyer Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror Buyer has not received any written notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Buyer Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Edify Acquisition Corp.), Agreement and Plan of Merger (Unique Logistics International, Inc.)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of Acquiror, each such unit consisting comprised of one share of Acquiror Class A Common Stock and one-fourth of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCUCPAAU”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCCPAA”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCWCPAAW. As of the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge knowledge of Acquiror, threatened against Acquiror by the Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants or terminate the listing of Acquiror Class A Common Stock or Acquiror Warrants on the NasdaqNASDAQ. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq NASDAQ or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conyers Park II Acquisition Corp.)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of Acquiror, each such unit consisting comprised of one share of Acquiror Class A Common Stock and Stock, one-fourth sixth of one Acquiror Warrant and the contingent right to receive at least one-sixth of one Acquiror Warrant, under certain circumstances and subject to adjustment as further described in Acquiror’s final prospectus, dated as of September 9, 2020 (the “Contingent Right”), are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCU”. SVACU” The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCSVAC”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCWSVACW. As of the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge of Acquiror, threatened against Acquiror by the Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants or terminate the listing of Acquiror Class A Common Stock or Acquiror Warrants on the NasdaqNASDAQ. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq NASDAQ or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Starboard Value Acquisition Corp.)

Nasdaq Stock Market Listing. The As of the date of this Agreement, (i) the issued and outstanding Acquiror Unitsunits of Acquiror, each such unit consisting comprised of one share of Acquiror Class A Common Stock and one-fourth half of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCUOCAXU. The ; (ii) the issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCOCAX. The ; and (iii) the issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCWOCAXW. As of the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge of Acquiror, threatened against Acquiror by the Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants or terminate the listing of Acquiror Class A Common Stock or Acquiror Warrants on the NasdaqNASDAQ. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq NASDAQ or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OCA Acquisition Corp.)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Units, each such unit consisting comprised of one share of Acquiror Class A Common Stock Ordinary Share and one-fourth half of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCUBIOTU”. The issued and outstanding shares of Acquiror Class A Common Stock Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCBIOT”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCWBIOTW. The parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq only the Acquiror Common Stock and the warrants to acquire Acquiror Common Stock. As of the Original Agreement Datedate of this Agreement, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock Class A Ordinary Shares and Acquiror Warrants. There is no Action pending or, to the Knowledge knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock Ordinary Shares, the Acquiror Units, or Acquiror Warrants on the Nasdaq. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Common Stock Class A Ordinary Shares, the Acquiror Units or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock Ordinary Shares, the Acquiror Units or Acquiror Warrants from the Nasdaq or deregistering of the Acquiror Class A Common Stock Ordinary Shares, the Acquiror Units or Acquiror Warrants with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biotech Acquisition Co)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of the Buyer, each such unit consisting comprised of one share of Acquiror Buyer Class A Common Stock and one-fourth half of one Acquiror Buyer Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCUMUDSU”. The issued and outstanding shares of Acquiror Buyer Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCMUDS”. The issued and outstanding Acquiror Buyer Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCWMUDSW”. As of the Original Agreement Datedate of this Agreement, Acquiror (a) Buyer is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for the continued listing of the Acquiror Buyer Class A Common Stock and Acquiror Buyer Warrants. There , and (b) there is no Action pending or, to the Knowledge of AcquirorBuyer’s knowledge, threatened in writing against Acquiror Buyer by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Buyer Class A Common Stock or Acquiror Buyer Warrants or terminate the listing of the Buyer Class A Common Stock or the Buyer Warrants on the Nasdaq. None of Acquiror Buyer or its Affiliates has taken any action in an attempt to intentionally terminate the registration of the Acquiror Buyer Class A Common Stock or Acquiror Buyer Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror Buyer has not received any written notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Buyer Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mudrick Capital Acquisition Corp. II)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of LIVB, each such unit consisting comprised of one share of Acquiror Class A Common Stock LIVB Ordinary Share and onethree-fourth of one Acquiror LIVB Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCULIVBU”. The issued and outstanding shares of Acquiror Class A Common Stock LIVB Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCLIVB”. The issued and outstanding Acquiror LIVB Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCWLIVBW”. As of the Original Agreement Datedate of this Agreement, Acquiror LIVB is in compliance in all material respects with the applicable Nasdaq NASDAQ corporate governance requirements for continued listing of the Acquiror Common Stock LIVB Class A Ordinary Shares and Acquiror LIVB Warrants. There is no Action pending or, to the Knowledge knowledge of AcquirorLIVB, threatened against Acquiror LIVB by the Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror LIVB Class A Common Stock Ordinary Shares or Acquiror LIVB Warrants on the NasdaqNASDAQ. None of Acquiror LIVB or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Common Stock LIVB Class A Ordinary Shares or Acquiror LIVB Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror LIVB has not received any notice from the Nasdaq NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror LIVB Class A Common Stock Ordinary Shares or LIVB Warrants from the Nasdaq NASDAQ or deregistering of the Acquiror LIVB Class A Common Stock Ordinary Shares or LIVB Warrants with the SEC.

Appears in 1 contract

Samples: Business Combination Agreement (LIV Capital Acquisition Corp. II)

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Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of Acquiror, each such unit consisting comprised of one share of Acquiror Class A Common Stock and one-fourth of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCUXPDIU”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCXPDI”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCWXPDIW. As of the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge knowledge of Acquiror, threatened against Acquiror by the Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants or terminate the listing of Acquiror Class A Common Stock or Acquiror Warrants on the NasdaqNASDAQ. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq NASDAQ or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Power & Digital Infrastructure Acquisition Corp.)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of SPAC, each such unit consisting comprised of one share of Acquiror SPAC Class A Common Stock and one-fourth half of one Acquiror SPAC Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCUDUNEU”. The issued and outstanding shares of Acquiror SPAC Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCDUNE”. The issued and outstanding Acquiror SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCWDUNEW”. As of the Original Agreement Datedate of this Agreement, Acquiror SPAC is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror SPAC Class A Common Stock and Acquiror SPAC Warrants. There is no Action pending or, to the Knowledge knowledge of AcquirorSPAC, threatened against Acquiror SPAC by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror SPAC Class A Common Stock or Acquiror SPAC Warrants on the Nasdaq. None of Acquiror SPAC or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror SPAC Class A Common Stock or Acquiror SPAC Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror Other than the notices received from Nasdaq on (x) May 28, 2021 as described in SPAC’s current report on Form 8-K filed with the SEC on May 28, 2021, the subject matter of which has been remedied by the filing of SPAC’s quarterly report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on June 21, 2021, (y) January 9, 2023 as described in SPAC’s current report on Form 8-K filed with the SEC on January 13, 2023 and (z) March 24, 2023 as described in SPAC’s current report on Form 8-K filed with the SEC on March 30, 2023, SPAC has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror SPAC Class A Common Stock from the Nasdaq or deregistering of the Acquiror SPAC Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Unit Purchase Agreement (Dune Acquisition Corp)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of Acquiror, each such unit consisting comprised of one share of Acquiror Class A Common Stock and one-fourth half of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCUSVOKU”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCSVOK”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCWSVOKW”. As of the Original Agreement Datedate of this Agreement, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Class A Common Stock and Acquiror Warrants. There is no Action pending or, to the Knowledge knowledge of Acquiror, threatened against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants on the Nasdaq. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seven Oaks Acquisition Corp.)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of the Buyer, each such unit consisting comprised of one share of Acquiror Buyer Class A Common Stock and one-fourth half of one Acquiror Buyer Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCUMUDSU”. The issued and outstanding shares of Acquiror Buyer Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCMUDS”. The issued and outstanding Acquiror Buyer Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq NASDAQ under the symbol “DTOCWMUDSW”. As of Buyer has not been notified by NASDAQ that it does not comply with any NASDAQ listing rule, which noncompliance is not subject to any compliance extension or ability to remedy, in each case as permitted by the Original Agreement Date, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for NASDAQ continued listing of the Acquiror Common Stock and Acquiror Warrantsrules. There is no Action pending or, to the Knowledge of AcquirorBuyer’s knowledge, threatened in writing against Acquiror Buyer by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Buyer Class A Common Stock or Acquiror Buyer Warrants or terminate the listing of the Buyer Class A Common Stock or the Buyer Warrants on the NasdaqNASDAQ, other than Actions where a compliance extension or ability to remedy is available under applicable Law. None of Acquiror Buyer or its Affiliates has taken any action in an attempt to intentionally terminate the registration of the Acquiror Buyer Class A Common Stock or Acquiror Buyer Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror Buyer has not received any written notice from the Nasdaq NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Buyer Class A Common Stock from the Nasdaq NASDAQ or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Letter Agreement (Mudrick Capital Acquisition Corp. II)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of SPAC, each such unit consisting comprised of one share of Acquiror SPAC Class A Common Stock and one-fourth half of one Acquiror SPAC Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCUDUNEU”. The issued and outstanding shares of Acquiror SPAC Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCDUNE”. The issued and outstanding Acquiror SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCWDUNEW”. As of the Original Agreement Datedate of this Agreement, Acquiror SPAC is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror SPAC Class A Common Stock and Acquiror SPAC Warrants. There is no Action pending or, to the Knowledge knowledge of AcquirorSPAC, threatened against Acquiror SPAC by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror SPAC Class A Common Stock or Acquiror SPAC Warrants on the Nasdaq. None of Acquiror SPAC or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror SPAC Class A Common Stock or Acquiror SPAC Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror Other than the notice received from Nasdaq on May 28, 2021 as described on SPAC’s current report on Form 8-K filed with the SEC on May 28, 2021, the subject matter of which has been remedied by the filing of SPAC’s quarterly report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on June 21, 2021, SPAC has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror SPAC Class A Common Stock from the Nasdaq or deregistering of the Acquiror SPAC Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dune Acquisition Corp)

Nasdaq Stock Market Listing. The issued and outstanding Acquiror Unitsunits of the Acquiror, each such unit consisting comprised of one (1) share of Acquiror Class A Common Stock and one-fourth third (1/3rd) of one (1) Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCUXXXX”. The issued and outstanding shares of Acquiror Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOC”GIG” (it being understood that the trading symbol will be changed in connection with the Transactions). The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “DTOCW”. As of the Original Agreement Date, GIGGW.” Acquiror is in compliance in all material respects with the applicable rules of Nasdaq corporate governance requirements for continued listing of the Acquiror Common Stock and Acquiror Warrants. There there is no Action pending or threatened in writing or, to the Knowledge knowledge of Acquiror, threatened orally against Acquiror by the Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Common Stock or Acquiror Warrants or to terminate the listing of Acquiror Common Stock or Acquiror Warrants on the Nasdaq. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Common Stock or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from the Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Common Stock from the Nasdaq or deregistering of the Acquiror Class A Common Stock with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital4, Inc.)

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