Securities Filings; NYSE Listing Sample Clauses

Securities Filings; NYSE Listing a. WTC shall make all necessary filings with respect to the issuance of Common Stock in the Merger under the United States federal securities laws. b. As soon as possible after the Closing (and in any event not later than twenty (20) days thereafter), WTC shall prepare and file with the SEC a Registration Statement on Form S-3 covering the resale by the Principals of the shares of Common Stock received by them at Closing pursuant to the Merger (the "Registration Statement"). WTC shall use its reasonable best efforts to cause such Registration Statement to cover the resale by the Principals of a reasonable estimate of the number of shares of Common Stock issuable to the Principals after the Closing pursuant to Section 3.1 hereof ("Estimated Shares"). If WTC is unable to register the resale of such Estimated Shares in the original Registration Statement, WTC shall file with the SEC subsequent registration statement(s) on Form S-3 covering the resale of the shares of Common Stock issued following the Closing under Section 3.1 promptly following each issuance of such shares. WTC shall use its reasonable best efforts to cause the Registration Statement(s) to become effective under the Securities Act and take any action required to be taken under the applicable United States state "blue sky" or securities laws in connection with the issuance of the shares of Common Stock as a result of the Merger. Xxxxxxxxx and the Principals shall cooperate in the preparation and filing of the Registration Statement(s) and shall furnish all information concerning Xxxxxxxxx and the Principals as WTC may reasonably request in connection with such action. WTC shall bear all expenses associated with the preparation and filing of such Registration Statement(s); however, each Principal shall be responsible for his or its commissions and other selling expenses in connection with the sale of any Common Stock and for the cost of any counsel employed by him or it. c. WTC shall use its reasonable best efforts to list, prior to the Effective Time, on the NYSE, subject to official notice of issuance, the shares of Common Stock to be issued to the Principals pursuant to the Merger, and WTC shall give all notices and make all filings with the NYSE required in connection with the transactions contemplated hereby.
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Related to Securities Filings; NYSE Listing

  • Securities Filings Within 5 Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which the Borrower, any Subsidiary or any other Loan Party shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

  • Exchange Listing The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Market, subject to official notice of issuance.

  • Exchange Listing and Exchange Act Registration The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is included or approved for listing on the Nasdaq Capital Market and the Company has not taken any action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq Capital Market, and the Company has not received any notification that the Commission or the Nasdaq Capital Market is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the Nasdaq Capital Market for maintenance of inclusion of the Common Stock thereon. The Company has filed an application to include the Securities on the Nasdaq Capital Market. Except as previously disclosed to counsel for the Underwriters or as set forth in the Time of Sale Disclosure Package and the Prospectus, to the knowledge of the Company, no beneficial owners of the Company’s capital stock who, together with their associated persons and affiliates, hold in the aggregate 10% or more of such capital stock, have any direct or indirect association or affiliate with a FINRA member.

  • NYSE Listing The shares of Parent Common Stock to be issued to the holders of Company Common Stock upon consummation of the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

  • Securities Exchange Act The term “

  • Nasdaq National Market Listing The shares of Parent Common Stock issuable to the Company stockholders pursuant to this Agreement shall have been authorized for listing on the Nasdaq National Market upon official notice of issuance.

  • Nasdaq Listing The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on Nasdaq, subject to notice of issuance.

  • Stock Exchange Listing The shares of Common Stock have been approved for listing on the NASDAQ Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Securities Act Filings Made All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

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