Public Company Status. The Parent Guarantor shall take such action as is necessary to (a) remain a public company subject to regulation by the SEC and (b) be listed on the NASDAQ or other national stock exchange.
Public Company Status. The Company shall make any and all necessary filings under the Exchange Act so that it remains a reporting company under the Exchange Act and its Common Stock continues to be a publicly-traded security.
Public Company Status. The Parent shall, at all times during the term hereof, maintain its status as a publicly traded company whose shares are or are intended to be listed on the New York Stock Exchange or such other nationally recognized stock exchange.
Public Company Status. The Company shall make any and all required filings under the Exchange Act so that it remains a reporting company under the Exchange Act and its Common Stock continues to be a publicly traded security. The Company shall, to the best of its ability, cause its Common Stock to continue to be approved for listing on the OTCBB.
Public Company Status. (a) In the event that the stock of the Company is “readily tradable on an established securities market or otherwise” for purposes of Section 280G(b)(5)(A)(ii)(I) of the Internal Revenue Code of 1986, as amended (“Publicly Traded”) and any payment or benefit to Executive under this Agreement or any other plan, arrangement or agreement with the Company (including, without limitation, any payment or benefit (including but limited to accelerated vesting) in connection with the Restricted Stock Units or Restricted Shares) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), the Company shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of all Excise Taxes on the Payments, and all Excise Taxes, federal, state and local income taxes, and federal employment taxes, on the Gross-Up Payment, shall be equal to the amount of the Payments. In addition, the Company shall indemnify Executive, on an after-tax, grossed-up basis, for any interest, penalties or additions to tax payable by Executive as a result of the imposition of the Excise Tax or the payment of any Gross-Up Payment.
(b) For purposes of determining whether any of the Payments will be subject to the Excise Tax, such determination shall be initially made by tax counsel selected by the Company (which may be either a major law firm or major accounting firm, in either case with expertise in this area) (the “Tax Counsel”). All fees and expenses of Tax Counsel shall be paid by the Company. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.
(c) The Gross-Up Payments provided for in this Section 6.1 shall be made upon the earlier of (i) the payment to Executive ...
Public Company Status. The Company’s common stock is approved for listing and quoted on the Over-The-Counter Automated Quotation System (the “OTC”) and the Company has and continues to satisfy all of the requirements of the OTC for such listing and for the trading of its common stock thereunder. The Company has not been informed, nor has knowledge, that FINRA or any other regulatory agency will take action to cease the Company’s common stock from being quoted on the OTC.
Public Company Status. The Company is a reporting company under the Securities Exchange Act of 1934, as amended, is a public company quoted on the OTC Markets, and has been assigned the trading symbol of “BDIC”. After the Purchase, the Purchaser of the Shares shall file any required filing(s) disclosing the acquisition of the Shares by the Purchaser (“Disclosure Document”) and the Company shall file any documents required to be filed by a company subject to the reporting requirements of the Exchange Act.
Public Company Status. Prosoft is currently a public company, registered under Section 12 of the Exchange Act, and its common stock is presently traded on the Nasdaq OTC Bulletin Board under the symbol POSO.OB. Prior to, on or immediately after the Effective Date, Prosoft will take any and all steps it considers reasonable and necessary to revoke and/or cancel its prior registration under Section 12 of the Exchange Act. As of the Closing, Reorganized Prosoft will not be a public company and will not be registered under Section 12 of the Exchange Act or any other provision of federal or state securities law.
Public Company Status. Without the consent of the Company's directors not elected by MiraQuest, MiraQuest will not take any action to (i) cause a reverse split of the common stock before the Company's stock is traded on the Nasdaq SmallCap Market, or (ii) cause the Company to cease to be a publicly traded company within three years after the date of this Agreement.
Public Company Status. Dicom has represented to Licensee and Licensee has specifically relied upon Dicom's representation that Dicom is a fully reporting public entity, filing timely periodic reports under the Securities and Exchange Act of 1934. Dicom also represents that its common shares will be trading on the National Association of Securities Dealers' ("NASD") Over the Counter Bulletin Board Exchange within sixty days from the effective date of this Agreement. In the event that Dicom should be approved for such trading by the NASD ("Approval"), the payment due on November 30, 1999 under Section 2 of this Agreement shall be immediately due and payable. If the NASD has not approved Dicom's application for trading by November 30, 1999, Licensee may elect to withhold Subsequent Payments under this Agreement until such time as Approval has been granted. If Approval has not been granted by January 31, 2000, Licensee may elect to terminate this Agreement pursuant to section 5 hereof.
