Public Company Matters Sample Clauses

Public Company Matters. The Members acknowledge that CBDU is a subsidiary of Endexx Corporation, a publicly-traded company. As a result, information which the Members may obtain regarding the Company, CBDU and/or Endexx Corporation (including, without limitation, financial data, forecasts, projections, estimates and other non-public information) may be considered material non-public information regarding Endexx Corporation, and engaging in any transactions involving securities issued by Endexx Corporation based on such information (or disclosing any such information to any third party) may constitute a violation of applicable law. Accordingly, all Members will be required to agree to Endexx Corporation’s Policy on Ixxxxxx Xxxxxxx annexed hereto as Exhibit C, and a breach of such policy by any Member will be deemed a material breach by such Member of this Agreement.
Sample 1
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Public Company Matters. (a) Since January 1, 2006, Sonus has filed on a timely basis all Sonus SEC Documents required to be filed by it. As of their respective filing dates, all Sonus SEC Documents filed by Sonus since January 1, 2006 complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, as the case may be, and none of the Sonus SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent such Sonus SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC prior to the date hereof. Except as set forth in the Sonus Disclosure Schedule, the financial statements of Sonus, including the notes thereto, included in the Sonus SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and present fairly the consolidated financial position of Sonus at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end adjustments). (b) Sonus is exempt from the registration requirements of the Investment Company Act of 1940, as amended, pursuant to Rule 3a-8 thereunder. (c) Sonus is not, nor has it at any time previously been, a "shell company", as defined in Rule 405 under the Securities Act or Rule 12b-2 under the Exchange Act, nor will any Person who acquires Sonus Common Shares pursuant to the Arrangement or upon exercise of Assumed Options be subject to the resale restrictions set forth in Rule 145 under the Securities Act or prevented, by virtue of Rule 144(i) under the Securities Act, from relying upon Rule 144 under the Securities Act with respect to resales of such securities that are otherwise in compliance with Rule 144 under the Securities Act. (d) None of Sonus, its predecessors or affiliates have been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such ...
Sample 1
Public Company Matters. Upon the consummation of the Tender Offer, unless otherwise consented to by the Special Committee, for so long as (i) Icahn Enterprises or any of its Affiliates beneficially own (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act), in the aggregate, in excess of 50% of the Common Stock, and (ii) any shares of Common Stock are beneficially owned (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) by a Person other than Icahn Enterprises or any of its Affiliates, then Icahn Enterprises shall not, and shall take all actions necessary to cause the Icahn Controlled Affiliates not to, take any action, directly or indirectly, to cause: (a) the Common Stock to cease to be quoted on the OTCQB tier of the OTC Markets Group, unless in connection with causing the Common Stock to be quoted on the OTCQX tier of the OTC Markets Group, or to be listed on any tier of the New York Stock Exchange or the NASDAQ Stock Market, or any other similar national or international securities exchange; (b) the Common Stock to be deregistered under Section 12 of the Exchange Act; (c) the Company to cease filing reports with the SEC required by Sections 13 and/or 15(d) of the Exchange Act, even if the Company may not be subject to the reporting requirements of Sections 13 and/or 15(d) of the Exchange Act; provided, however, that notwithstanding the foregoing, in the event the Company ceases to file reports with the SEC required by Sections 13 and/or 15(d) of the Exchange Act, Icahn Enterprises agrees to cause the Company to make publically available the information concerning the Company specified in Rule 144(c)(2) under the Securities Act; (d) the Company to cease to maintain an audit committee (i) comprising at least two directors, each of whom is not Affiliated with Icahn Enterprises and is otherwise “independent” within the meaning of Rule 10A-3 under the Exchange Act and Rule 5605(a)(2) of the NASDAQ listing rules (assuming for such purpose that such NASDAQ listing rules apply to the Company), and (ii) the composition and authority of which complies with any state gaming laws or regulations applicable to the Company (such a committee, the “Audit Committee”).
Sample 1
Public Company Matters. The Company understands and acknowledges that in the regular course of their respective businesses, certain Professional Investors (including, without limitation, Abingworth, Longitude, Sofinnova and Surveyor) and their respective Affiliates will or may invest in companies that have issued securities that are publicly traded (each, a “Public Company”). Accordingly, the Company covenants and agrees that it shall (a) not provide any material non-public information about a Public Company to Surveyor or any representative or board observer of Surveyor, and (b) notify any director, observer or other representative affiliated with any Professional Investor (other than Surveyor) of the Company’s intent to disclose material non-public information about a Public Company prior to making such disclosure. In addition, the Company acknowledges and agrees that in no event shall the confidentiality and non-use obligations of any Professional Investor (including, without limitation, Abingworth, Longitude, Sofinnova and Surveyor) hereunder in any manner be deemed or construed as limiting any Professional Investor or its representatives’ (or any of their respective Affiliates) ability to trade any security of a Public Company.
Sample 1
Public Company Matters. Upon the consummation of the Tender Offer, unless otherwise consented to by the Company’s Board of Directors, Edenbrook shall: (a) not, and to take all actions necessary to cause its controlled affiliates not to, propose, or engage in, any transaction to acquire all of the outstanding shares of Class B Common Stock for a period of two years from August 31, 2020; and (b) not take any action to, and to take all actions necessary to cause its controlled affiliates not to, without approval of the Company’s Board of Directors, cause the Company to (a) cease to be listed on the NASDAQ; (b) cease to satisfy all requirements to remain listed on the NASDAQ, (c) deregister the Class B Common Stock under the Exchange Act; or (d) cease filing reports with the SEC required by Section 13 and/or Section 15(d) of the Exchange Act, even if the Company may not be subject to such reporting requirements.
Sample 1
Public Company Matters. Seller acknowledges that Buyer, or its parent company, is a public company. Accordingly, the negotiations and agreements related hereto constitute material non-public information and are not to be shared with disinterested parties until such time as Buyer or its public parent has made the information public.
Sample 1
Public Company Matters 
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Related to Public Company Matters

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • SEC Matters (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

  • Corporate Matters The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

  • Capital Stock and Related Matters (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • COMPLIANCE WITH CONSULTANT DISCLOSURE LAW If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State Comptroller.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Financial Matters (a) The unaudited balance sheet of the Borrower and its Subsidiaries as of December 31, 1997 and the related statements of income, stockholders equity and cash flows for the fiscal year period then ended, copies of which have been delivered to the Agent, have been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end adjustments) and fairly present the financial position of the Borrower as of such date and the results of operations of the Borrower for the period covered thereby. (b) Except (i) as fully reflected in the financial statements referred to in subsection (a) above (including the notes thereto, if any), (ii) incurred in the ordinary course of business since the respective dates of such financial statements and (iii) for the obligations of the Borrower and its Subsidiaries under the Credit Documents, neither the Company nor any of its Subsidiaries has any material direct or indirect obligations or liabilities of any kind, whether or not required by Generally Accepted Accounting Principles to be set forth on financial statements. (c) The unaudited consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of December 31, 1997 has been delivered to the Agent and appears in the Borrower's Form S-1, filed on April 23, 1998 (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of footnotes required by Generally Accepted Accounting Principles and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the consolidated financial position of the Borrower and its Subsidiaries on an unaudited pro forma basis as of the date set forth therein. (d) The Borrower has prepared, and has furnished to the Agent a copy of, consolidated and consolidating pro forma projected statements of income of the Borrower and its Subsidiaries for the three-year period beginning January 1, 1998, prepared on a quarterly basis for fiscal year 1998 and on an annual basis thereafter, giving effect to the consummation of the Credit Documents, the extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were reasonable when made and continue to be reasonable as of the Amendment Effective Date, subject to the uncertainties and approximations inherent in any projection. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower and represent, as of the Amendment Effective Date, a reasonable estimate of the future performance of the Borrower and its Subsidiaries it being acknowledged by the Agent and the Lenders that these projections as to future events are subject to the uncertainties and estimations inherent in any projections and that actual results during the periods covered by such Projections may differ from the projected results (and that such differences may be material and adverse).

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