Securities Covenants. VPI shall meet the current public information requirements of Rule 144, promulgated by the SEC, for the two-year period following the Closing Date. In addition, unless otherwise advised by counsel, VPI agrees that it will promptly remove the restricted stock legend from the VPI Stock received by the STOCKHOLDERS pursuant to this Agreement when the restrictions against transfer under applicable securities laws have lapsed.
Securities Covenants. 58 11. INDEMNIFICATION........................................................58 11.1 General Indemnification by the STOCKHOLDERS........................58 11.2
Securities Covenants. In the event any portion of the Purchase Price is in the form of P13 Shares or other shares of capital stock issued as part of a Change of Control Equivalent, such shares will be subject to the following:
(a) the Optionee Shares shall be issued subject to such lock-up restrictions as set out in the lock-up agreement in form and substance attached hereto as Exhibit C (the “Lock-Up Agreement”) including in accordance with U.S. securities laws that no transfer of the Optionee Shares shall be permitted for an initial period of six months following the date of issuance assuming all other requirements under Rule 144 promulgated under the Securities Act are satisfied at such time, and after such time 1/12th of the Optionee Shares will be released each month thereafter in accordance with the Lock-Up Agreement; and
(b) at the Closing, the Optionor shall deliver a bringdown certificate of the representations and warranties provided by it in this Agreement, the Lock-Up Agreement duly executed by the Optionor, and a completed and signed copy of the U.S. accredited investor questionnaire in form and substance attached hereto as Exhibit D (the “Questionnaire”).
Securities Covenants. The Company will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.
Securities Covenants. As an inducement for Company to accept unregistered stock of Suburban pursuant to this Agreement, Suburban acknowledges and agrees as follows:
(a) It is the intention of Company to distribute to its Members, on a pro rata basis, the Suburban Stock on or after the first anniversary of the Closing Date subject to SECTION 5.8 of the Agreement.
(b) Suburban shall use commercially reasonable efforts after the Closing Date to make such filings with the Securities and Exchange Commission until the second anniversary of the Closing Date as are required to insure that the requirements of Rule 144(c) under the Securities Act related to "Current Public Information" are satisfied.
Securities Covenants. VPI shall meet the current public information requirements of Rule 144, promulgated by the SEC, for the two-year period following the Closing Date. In addition, VPI agrees that it shall remove the restricted stock legend from the VPI Stock received by any STOCKHOLDER pursuant to this Agreement as soon as practicable after receipt from such STOCKHOLDER of a letter requesting removal of the restricted stock legend provided that (i) the STOCKHOLDER has held such stock for a period of at least two years after the Closing Date, (ii) the STOCKHOLDER is not, and has not been for the three months preceding the removal of the legend, a director of VPI, an officer of VPI (other than the President of the COMPANY or its successor), or a beneficial owner of more than one percent of the outstanding shares of VPI and (iii) there have been no amendments to Rule 144(k) that would prohibit VPI from removing such legend.
Securities Covenants. 58 10.8 Grant of License to VPI............................................58
Securities Covenants. 59 10.8 License of Source Code..........................................59 11. INDEMNIFICATION..........................................................61 11.1 General Indemnification by the STOCKHOLDERS.....................61 11.2 Indemnification by VPI..........................................62 11.3
Securities Covenants. VPI shall meet the current public information requirements of Rule 144, promulgated by the SEC, for the two-year period following the Closing
Securities Covenants. (a) The parties hereby agree to comply with all applicable Law with respect to their approval and execution of this Agreement, including, with respect to the Company, the filing of any necessary Form 8-K with the SEC.
(b) The parties hereto agree and understand that any securities issued in respect of the Company Common Stock and the TSLC Capital Stock may be notated with one or all of the following legends: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”; or Any legend required by Regulation S or the securities laws of any state or country to the extent such laws are applicable to the securities represented by the certificate, instrument, or book entry so legended.
