SEC Reporting Requirements. For so long as the Purchaser beneficially owns any of the Securities, and until such time as all the Conversion Shares and Warrant Shares are saleable by the Purchaser without restriction as to volume or manner of sale under Rule 144 under the Securities Act, the Company shall, once it has filed a registration statement pursuant to the Registration Rights Agreement, timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. As long as the Purchaser owns Securities, Conversion Shares or Warrant Shares, the Company will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144 or any successor rule such information as is required for the Purchaser to sell the Securities under Rule 144 without regard to the volume and manner of sale limitations. The Company further covenants that it will take such further action as any holder of Securities, Conversion Shares or Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities, Conversion Shares or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any successor rule thereto.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Infusion Brands International, Inc.), Securities Purchase Agreement (OptimizeRx Corp), Securities Purchase Agreement (Infusion Brands International, Inc.)
SEC Reporting Requirements. For so long as the Purchaser beneficially owns any of the Securities, and until such time as all the Conversion Shares and Warrant Shares are saleable by the Purchaser without restriction as to volume or manner of sale under Rule 144 under the Securities Act, the Company shall, once it has filed a registration statement pursuant to the Registration Rights Agreement, shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. As long as the Purchaser owns Securities, Conversion Shares or Warrant Shares, the Company will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144 or any successor rule such information as is required for the Purchaser to sell the Securities under Rule 144 without regard to the volume and manner of sale limitations. The Company further covenants that it will take such further action as any holder of Securities, Conversion Shares or Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities, Conversion Shares or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any successor rule thereto144.
Appears in 4 contracts
Samples: Securities Purchase Agreement (MDwerks, Inc.), Securities Purchase Agreement (MDwerks, Inc.), Securities Purchase Agreement (Andover Medical, Inc.)
SEC Reporting Requirements. For so long as the Purchaser beneficially owns any of the Securities, and until such time as all the Conversion Shares and Warrant Shares are saleable by the Purchaser without restriction as to volume or manner of sale under Rule 144 under the Securities Act, the Company shall, once it has filed a registration statement pursuant to the Registration Rights Agreement, timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. As long as the Purchaser owns Securities, Conversion Shares Securities or Warrant Shares, the Company will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144 or any successor rule such information as is required for the Purchaser to sell the Securities under Rule 144 without regard to the volume and manner of sale limitations. The Company further covenants that it will take such further action as any holder of Securities, Conversion Shares Securities or Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities, Conversion Shares Securities or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any successor rule thereto.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (OptimizeRx Corp)
SEC Reporting Requirements. For so long as the Purchaser Lender beneficially owns any of the SecuritiesWarrant, and until such time as all the Conversion Shares and Warrant Shares are saleable by the Purchaser Lender without restriction as to volume or manner of sale under Rule 144 under the Securities Act, the Company shall, once it has filed a registration statement pursuant to the Registration Rights Agreement, shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. As long as the Purchaser Lender owns Securities, Conversion Shares the Warrant or Warrant Shares, the Company will prepare and furnish to the Purchaser Lender and make publicly available in accordance with Rule 144 or any successor rule such information as is required for the Purchaser Lender to sell the Securities Warrant or Warrant Shares under Rule 144 without regard to the volume and manner of sale limitations. The Company further covenants that it will take such further action as any holder of Securities, Conversion Shares the Warrant or Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities, Conversion Shares Warrant or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any successor rule thereto144.
Appears in 2 contracts
Samples: Loan and Securities Purchase Agreement (MDwerks, Inc.), Loan and Securities Purchase Agreement (MDwerks, Inc.)
SEC Reporting Requirements. For so long as the Purchaser Lender beneficially owns any of the SecuritiesWarrant, and until such time as all the Conversion Shares and Warrant Shares are saleable by the Purchaser Lender without restriction as to volume or manner of sale under Rule 144 under the Securities Act, the Company shall, once it has filed a registration statement pursuant to the Registration Rights Agreement, Borrower shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and the Company Borrower shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. As long as the Purchaser Lender owns Securities, Conversion Shares the Warrant or Warrant Shares, the Company Borrower will prepare and furnish to the Purchaser Lender and make publicly available in accordance with Rule 144 or any successor rule such information as is required for the Purchaser Lender to sell the Securities Warrant or Warrant Shares under Rule 144 without regard to the volume and manner of sale limitations. The Company Borrower further covenants that it will take such further action as any holder of Securities, Conversion Shares the Warrant or Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities, Conversion Shares Warrant or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any successor rule thereto144.
Appears in 1 contract
Samples: Loan and Securities Purchase Agreement (Global Diversified Industries Inc)
SEC Reporting Requirements. The Company shall use its best efforts to become current with all Exchange Act reports set forth in Schedule 2.15 of this Agreement within a reasonable period of time following the date of this Agreement, and in any event shall so become within 90 days following the request of Purchaser. For so long as the Purchaser beneficially owns any of the Securities, and until such time as all the Conversion Shares and Warrant Shares are saleable by the Purchaser without restriction as to volume or manner of sale under Rule 144 under the Securities Act, the Company shall, once it has become current with all Exchange Act reports set forth in Schedule 2.15 (which it shall so become within the time prescribed by and otherwise in accordance with the terms of this Agreement) and filed a registration statement pursuant to the Registration Rights Agreement, timely file all reports required to be filed with the Commission pursuant to the Exchange Act, and Act even if the Company shall is not terminate its status as an issuer then required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. As long as the Purchaser owns Securities, Conversion Shares or Warrant Shares, the Company will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144 or any successor rule such information as is required for the Purchaser to sell the Securities under Rule 144 without regard to the volume and manner of sale limitations. The Company further covenants that it will take such further action as any holder of Securities, Securities or Conversion Shares or Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities, Securities or Conversion Shares or Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or any successor rule thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amacore Group, Inc.)