Common use of Nasdaq Stock Market Listing Clause in Contracts

Nasdaq Stock Market Listing. RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to prepare and execute or cause to be prepared and executed, in the name and on behalf of the Company, a Notification of Listing of Additional Shares (the “Notification”) for listing the Securities on the Nasdaq Stock Market (the “Nasdaq”), including as the Authorized Officers or any of them may deem necessary, advisable or appropriate, all amendments and supplements to the Notification, and that the Authorized Officers or any of them and each of his or her attorneys-in-fact, with full power to act without the others, is hereby authorized, at such times as the Board, the Pricing Committee or another committee of the Board may direct, to make application for such listing and, in connection therewith, to execute, in the name and on behalf of the Company, and to file or deliver, all such applications, statements, certificates, agreements and other instruments and documents as shall be necessary, advisable or appropriate to accomplish such listings, with authority to make such changes in any such application or other document and in any agreement that may be made in connection therewith as, in such Authorized Officer’s discretion, may be necessary, advisable or appropriate to comply with the requirements for or otherwise to obtain such listing; and that such Authorized Officers and attorneys be, and each of them hereby is, authorized to appear on behalf of the Company before the appropriate committee or body of the Nasdaq, as such appearance may be required. Blue Sky Procedures RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, in the name and on behalf of the Company, to take any and all actions that such Authorized Officers or any of them may deem necessary, advisable or appropriate in order to obtain a permit, register or qualify the Securities for issuance and sale or to request an exemption from registration of the Securities or to register or obtain a license for the Company as a dealer or broker under the securities laws of such states of the United States of America and of such foreign jurisdictions as such Authorized Officers or any of them may deem necessary, advisable or appropriate, and in connection with such registrations, permits, licenses, qualifications and exemptions, to execute, acknowledge, verify, deliver, file and publish or cause to be published all such applications, reports, resolutions, surety bonds, consents to service of process, appointments of attorneys to receive service of process, powers of attorney and other papers and instruments and to take any and all further action that the Authorized Officers or any of them may deem necessary, advisable or appropriate in order to maintain such registrations, permits, licenses, qualifications and exemptions in effect for as long as they or any of them may deem to be in the best interests of the Company or as required by law; and that the execution by any such Authorized Officer of any such document or the taking of any such action in connection with the foregoing matters shall be deemed to be conclusive evidence that such Authorized Officer deems the taking of such action to be necessary, advisable or appropriate and in the best interests of the Company and approves such action; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, in the name and on behalf of the Company, to execute and file irrevocable written consents on behalf of the Company to be sued in such states of the United States of America wherein such consents to service of process may be requisite under the securities laws thereof in connection with said registration or qualification of the Securities or in connection with said registration of the Company as a dealer or broker, and to appoint the appropriate state official as agent of the Company for the purpose of receiving and accepting process. FINRA Filings RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to prepare, execute and file, in the name and on behalf of the Company, as the Authorized Officers or any of them may deem necessary, advisable or appropriate, all such documents required to be filed, or to supply the Agent with all necessary information to make such filings, and to pay all filing fees in connection with any matter relating to any requirement of the Financial Industry Regulatory Authority (“FINRA”), in connection with the Offering and Resale Offering and shall have authority to make such changes in, or take any further action with respect to, any document or matter relative thereto as may be necessary to conform with the requirements for review by FINRA.