U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 2385 contracts
Samples: Securities Purchase Agreement (Nukkleus Inc.), Securities Purchase Agreement (SmartKem, Inc.), Securities Purchase Agreement (SmartKem, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 505 contracts
Samples: Underwriting Agreement (Perma Fix Environmental Services Inc), Underwriting Agreement (Reviva Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Palisade Bio, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserInvestor’s request.
Appears in 130 contracts
Samples: Note Purchase Agreement (Alternus Clean Energy, Inc.), Note Purchase Agreement (iSpecimen Inc.), Securities Purchase Agreement (Advent Technologies Holdings, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Underwriters’ request.
Appears in 120 contracts
Samples: Underwriting Agreement (iOThree LTD), Underwriting Agreement (WORK Medical Technology Group LTD), Underwriting Agreement (WORK Medical Technology Group LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 103 contracts
Samples: Securities Purchase Agreement (Salarius Pharmaceuticals, Inc.), Securities Purchase Agreement (ReShape Lifesciences Inc.), Securities Purchase Agreement (Eastside Distilling, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Manager’s request.
Appears in 96 contracts
Samples: At the Market Offering Agreement (BioSig Technologies, Inc.), At the Market Offering Agreement (TC BioPharm (Holdings) PLC), At the Market Offering Agreement (Air Industries Group)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Underwriter’s request.
Appears in 70 contracts
Samples: Underwriting Agreement (MED EIBY Holding Co., LTD), Underwriting Agreement (3 E Network Technology Group LTD), Underwriting Agreement (MED EIBY Holding Co., LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon a Purchaser’s request.
Appears in 46 contracts
Samples: Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (Smith Micro Software, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. United States real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 43 contracts
Samples: Securities Purchase Agreement (Inuvo, Inc.), Securities Purchase Agreement (Englobal Corp), Securities Purchase Agreement (Verb Technology Company, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 25 contracts
Samples: Securities Purchase Agreement (Allied Defense Group Inc), Securities Purchase Agreement (Natural Nutrition Inc.), Securities Purchase Agreement (Avanex Corp)
U.S. Real Property Holding Corporation. The Company is not, nor has it ever been, and so long as any of the securities are held by the Purchaser, shall not and has never been become a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestCode.
Appears in 24 contracts
Samples: Share Purchase Agreement (Zhibao Technology Inc.), At the Market Agreement (AtlasClear Holdings, Inc.), Share Purchase Agreement (TurnOnGreen, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserUnderwriter’s request.
Appears in 23 contracts
Samples: Underwriting Agreement (BrilliA Inc), Underwriting Agreement (NXT-Id, Inc.), Underwriting Agreement (NXT-Id, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s reasonable request.
Appears in 21 contracts
Samples: Securities Purchase Agreement (Genetic Technologies LTD), Securities Purchase Agreement (BioLineRx Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 20 contracts
Samples: Securities Purchase Agreement (GridIron BioNutrients, Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.), Securities Purchase Agreement (Recruiter.com Group, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s 's request.
Appears in 20 contracts
Samples: Securities Purchase Agreement (Flora Growth Corp.), Placement Agent Agreement (Flora Growth Corp.), Placement Agent Agreement (Flora Growth Corp.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Purchaser’s request.
Appears in 19 contracts
Samples: Securities Purchase Agreement (ZK International Group Co., Ltd.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.), Convertible Note Purchase Agreement (Data443 Risk Mitigation, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 17 contracts
Samples: Securities Purchase Agreement (Golden Sun Health Technology Group LTD), Securities Purchase Agreement (Minerva Neurosciences, Inc.), Securities Purchase Agreement (Comanche Clean Energy Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 17 contracts
Samples: Securities Purchase Agreement (Primech Holdings LTD), Securities Purchase Agreement (China Natural Resources Inc), Securities Purchase Agreement (Chromocell Therapeutics Corp)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Buyer's request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (Telanetix,Inc), Purchase Agreement (Mohen, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. United States real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s request.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.), Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.), Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaseran Investor’s request.
Appears in 15 contracts
Samples: Securities Purchase Agreement (CISO Global, Inc.), Securities Purchase Agreement (Celularity Inc), Securities Purchase Agreement (Cyber App Solutions Corp.)
U.S. Real Property Holding Corporation. The Neither the Company nor any of its Subsidiaries is not and or has never ever been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Top Wealth Group Holding LTD), Securities Purchase Agreement (Edible Garden AG Inc), Securities Purchase Agreement (Top Wealth Group Holding LTD)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Buyer's request.
Appears in 15 contracts
Samples: Securities Purchase Agreement (EnergyTEK Corp.), Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the U.S. Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Securities Purchase Agreement (CNS Pharmaceuticals, Inc.), Securities Purchase Agreement (Shuttle Pharmaceuticals Holdings, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)
U.S. Real Property Holding Corporation. The Company is not and and, to the Company’s knowledge, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s reasonable request.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Histogen Inc.), Securities Purchase Agreement (Tenax Therapeutics, Inc.), Securities Purchase Agreement (Histogen Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s reasonable request.
Appears in 13 contracts
Samples: Underwriting Agreement (BIT ORIGIN LTD), Underwriting Agreement (Tantech Holdings LTD), Underwriting Agreement (Meten Holding Group Ltd.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Investor’s request.
Appears in 13 contracts
Samples: Placement Agency Agreement (Digital Social Retail, Inc.), Underwriting Agreement (ADiTx Therapeutics, Inc.), Underwriting Agreement (ADiTx Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not not, and has never been been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestthe request of any Investor.
Appears in 12 contracts
Samples: Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp), Securities Purchase Agreement (InsPro Technologies Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Integrated Biopharma Inc), Securities Purchase Agreement (Integrated Biopharma Inc), Securities Purchase Agreement (Ener1 Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representatives’ request.
Appears in 12 contracts
Samples: Underwriting Agreement (Contango ORE, Inc.), Underwriting Agreement (Beam Global), Underwriting Agreement (J-Star Holding Co., Ltd.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representative's request.
Appears in 11 contracts
Samples: Underwriting Agreement (GREENPOWER MOTOR Co INC.), Underwriting Agreement (Algernon Pharmaceuticals Inc.), Underwriting Agreement (Algernon Pharmaceuticals Inc.)
U.S. Real Property Holding Corporation. The Company is not not, and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Buyer's request.
Appears in 10 contracts
Samples: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (Air Industries Group), Securities Purchase Agreement (Real Goods Solar, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Purchasers’ request.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Volato Group, Inc.), Securities Purchase Agreement (Volato Group, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.)
U.S. Real Property Holding Corporation. The Company is not and and, to the knowledge of the Company, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s reasonable request.
Appears in 9 contracts
Samples: Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.)
U.S. Real Property Holding Corporation. The Company is not and and, to the Company’s knowledge, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s reasonable request.
Appears in 9 contracts
Samples: Underwriting Agreement (Reviva Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Reviva Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Anixa Biosciences Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserHolder’s request.
Appears in 9 contracts
Samples: Securities Exchange Agreement (AgEagle Aerial Systems Inc.), Exchange Agreement (Edible Garden AG Inc), Securities Exchange Agreement (Unique Logistics International Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaser’s request.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Heart Test Laboratories, Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 7 contracts
Samples: Underwriting Agreement (Sekur Private Data Ltd.), Underwriting Agreement (Inspire Veterinary Partners, Inc.), Underwriting Agreement (T1V, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the U.S. Internal Revenue Code of 1986, as amended, and amended (the Company shall so certify upon Purchaser’s request“Code”).
Appears in 7 contracts
Samples: Underwriting Agreement (Medlab Clinical Ltd.), Underwriting Agreement (Medlab Clinical Ltd.), Underwriting Agreement (XORTX Therapeutics Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Subscriber’s request.
Appears in 7 contracts
Samples: Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.), Subscription Agreement (TherapeuticsMD, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s request.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Zoomcar Holdings, Inc.), Securities Purchase Agreement (Safety Shot, Inc.), Securities Purchase Agreement (Safety Shot, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.. 15 Securities Purchase Agreement
Appears in 7 contracts
Samples: Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall will so certify upon Purchaser’s request.
Appears in 7 contracts
Samples: Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Buyer's request.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Quest Patent Research Corp), Securities Purchase Agreement (Flagship Global Health, Inc.), Securities Purchase Agreement (Msgi Security Solutions, Inc)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Palatin Technologies Inc), Note and Warrant Purchase and Security Agreement (Broadcast International Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Placement Agent’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Inhibikase Therapeutics, Inc.), Securities Purchase Agreement (BriaCell Therapeutics Corp.), Securities Purchase Agreement (Inhibikase Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserSeaside’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Axxess Pharma Inc.), Securities Purchase Agreement (Axxess Pharma Inc.), Securities Purchase Agreement (Rightscorp, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserSubscriber’s request.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Quantum Computing Inc.), Subscription Agreement (Quantum Computing Inc.), Subscription Agreement (Quantum Computing Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Underwriter’s reasonable request.
Appears in 6 contracts
Samples: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (BiondVax Pharmaceuticals Ltd.), Underwriting Agreement (Tantech Holdings LTD)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been a it ever been, as U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 5 contracts
Samples: Note Purchase Agreement (Umami Sustainable Seafood Inc.), Note Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Nexgen Biofuels LTD)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Buyer's request.
Appears in 5 contracts
Samples: Investment Agreement (Benda Pharmaceutical, Inc.), Securities Purchase Agreement (DigitalFX International Inc), Investment Agreement (Bonds.com Group, Inc.)
U.S. Real Property Holding Corporation. The Company is not now and has never been a U.S. “United States real property holding corporation within the meaning of Section 897 of corporation” as defined in the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaser’s requestany applicable regulations promulgated thereunder.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (T2 Biosystems, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Investor’s request.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Caravelle International Group), Securities Purchase Agreement (Caravelle International Group), Securities Purchase Agreement (Trio Petroleum Corp.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and does not contemplate becoming a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any request by any Purchaser’s request.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Stock Purchase Agreement (Pacific Mercantile Bancorp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Investor’s request.
Appears in 5 contracts
Samples: Placement Agency Agreement (Algorhythm Holdings, Inc.), Placement Agency Agreement (Algorhythm Holdings, Inc.), Placement Agency Agreement (Algorhythm Holdings, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaser’s the Underwriters’ request.
Appears in 5 contracts
Samples: Underwriting Agreement (Springview Holdings LTD), Underwriting Agreement (Youxin Technology LTD), Underwriting Agreement (Springview Holdings LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Investors’ request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Fennec Pharmaceuticals Inc.), Securities Purchase Agreement (Mri Interventions, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestCode.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Annovis Bio, Inc.), Securities Purchase Agreement (Annovis Bio, Inc.), Preferred Stock Subscription Agreement (Lighting Science Group Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Agent’s request.
Appears in 4 contracts
Samples: Open Market Sale Agreement (Vuzix Corp), At Market Issuance Sales Agreement (Ra Medical Systems, Inc.), At Market Issuance Sales Agreement (Artelo Biosciences, Inc.)
U.S. Real Property Holding Corporation. The Company is not not, has and has never been not ever been, and so long as any of the Securities are held by Buyer, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Skyline Medical Inc.), Securities Purchase Agreement (Tanzanian Royalty Exploration Corp), Securities Purchase Agreement (Applied Dna Sciences Inc)
U.S. Real Property Holding Corporation. The Company is not now and has never been a U.S. real property holding corporation within "United States Real Property Holding Corporation" as defined in Section 897(c)(2) of the meaning Code and Section 1.897-2(b) of Section 897 of the Regulations promulgated by the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestService.
Appears in 4 contracts
Samples: Series a 1 Convertible Preferred Stock Purchase Agreement (Intelligent Systems Corp), Securities Purchase Agreement (Icahn Carl C Et Al), Series B Preferred Stock Purchase Agreement (Sonus Networks Inc)
U.S. Real Property Holding Corporation. The Company is not and and, to the Company’s knowledge, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 4 contracts
Samples: Underwriting Agreement (iMedia Brands, Inc.), Underwriting Agreement (iMedia Brands, Inc.), Underwriting Agreement (iMedia Brands, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (EnterConnect Inc), Securities Purchase Agreement (Uranium Resources Inc /De/), Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserInvestor’s request.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Zap), Amendment and Exchange Agreement (WorldSpace, Inc), Securities Purchase Agreement (Zap)
U.S. Real Property Holding Corporation. The Company is not not, and has never been been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestCode.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Adagio Medical Holdings, Inc.), Convertible Securities Purchase Agreement (Adagio Medical Holdings, Inc.), Convertible Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)
U.S. Real Property Holding Corporation. The Company is not not, and has never been been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestthe request of any Investor.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Health Benefits Direct Corp), Securities Purchase Agreement (Health Benefits Direct Corp), Securities Purchase Agreement (Health Benefits Direct Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.
Appears in 4 contracts
Samples: Security Purchase Agreement (Amyris, Inc.), Security Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Etelos, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 4 contracts
Samples: Note Purchase Agreement (Providence Service Corp), Securities Purchase Agreement (Active Power Inc), Note Purchase Agreement (Providence Service Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchasera Holder’s request.
Appears in 4 contracts
Samples: Exchange Agreement (Greenlane Holdings, Inc.), Exchange Agreement (AMEDICA Corp), Exchange Agreement (AMEDICA Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. ”United States real property holding corporation within the meaning of Section 897 897(c)(2) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), during the applicable period specified in Section 897(c)(1)(A) of the Code, and the Company shall so certify upon Purchaserthe Representative’s request.
Appears in 3 contracts
Samples: Underwriting Agreement (Ra Medical Systems, Inc.), Underwriting Agreement (Ra Medical Systems, Inc.), Underwriting Agreement (Ra Medical Systems, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s any Subscriber's request.
Appears in 3 contracts
Samples: Subscription Agreement (SMTC Corp), Subscription Agreement (KushCo Holdings, Inc.), Subscription Agreement (SMTC Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestthe request of the undersigned.
Appears in 3 contracts
Samples: Subscription Agreement (Liquidmetal Technologies Inc), Subscription Agreement (Liquidmetal Technologies Inc), Subscription Agreement (Liquidmetal Technologies Inc)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 897(c)(2) of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s requestCode.
Appears in 3 contracts
Samples: Open Market Sale Agreement (ACELYRIN, Inc.), Underwriting Agreement (BOSTON OMAHA Corp), Underwriting Agreement (BOSTON OMAHA Corp)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Investor’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Regado Biosciences Inc), Note Purchase Agreement (CDC Corp), Common Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)
U.S. Real Property Holding Corporation. The Company is not and not, or has never been a U.S. real property holding corporation Real Property Holding Corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any Purchaser’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cempra, Inc.), Purchase Agreement (Kv Pharmaceutical Co /De/), Securities Purchase Agreement (Kv Pharmaceutical Co /De/)
U.S. Real Property Holding Corporation. The Company is not and has never not ever been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s Buyer's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.), Securities Purchase Agreement (STRATA Skin Sciences, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s 's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (China Security & Surveillance Technology, Inc.), Securities Purchase Agreement (China Security & Surveillance Technology, Inc.), Securities Purchase Agreement (China Bak Battery Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserthe Sales Agent’s request.
Appears in 3 contracts
Samples: Sales Agreement (Foresight Autonomous Holdings Ltd.), Sales Agreement (Foresight Autonomous Holdings Ltd.), Sales Agreement (Foresight Autonomous Holdings Ltd.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Preferred Shares remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (TXCO Resources Inc), Securities Purchase Agreement (China Direct, Inc), Securities Purchase Agreement (American Defense Systems Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any Purchaser’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Vicinity Motor Corp), Securities Purchase Agreement (S&W Seed Co), Securities Purchase Agreement (S&W Seed Co)
U.S. Real Property Holding Corporation. The Company is not and and, to the knowledge of the Company, has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representatives’ reasonable request.
Appears in 3 contracts
Samples: Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.), Underwriting Agreement (AquaBounty Technologies, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon any Purchaser’s 's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (S&W Seed Co), Securities Purchase Agreement (Wynnefield Partners Small Cap Value Lp), Securities Purchase Agreement (S&W Seed Co)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Investor's request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (SusGlobal Energy Corp.), Securities Purchase Agreement (SusGlobal Energy Corp.), Stock Purchase Agreement (Premier Biomedical Inc)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Notes remain outstanding, shall not become a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserBuyer’s request.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Verenium Corp), Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 3 contracts
Samples: Placement Agency Agreement (Helius Medical Technologies, Inc.), Placement Agency Agreement (Helius Medical Technologies, Inc.), Placement Agency Agreement (Novo Integrated Sciences, Inc.)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and, so long as any Common Shares are held by any of the Buyers, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaserany Buyer’s request.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaserthe Agent’s request.
Appears in 3 contracts
Samples: At Market Issuance Sales Agreement (S&W Seed Co), At Market Issuance Sales Agreement (Neonode Inc.), At Market Issuance Sales Agreement (S&W Seed Co)
U.S. Real Property Holding Corporation. The Company is not and not, nor has never been it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Lapis Technologies Inc), Note and Warrant Purchase Agreement (Lapis Technologies Inc)
U.S. Real Property Holding Corporation. The Company is not and since May 24, 2013 has never not been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.)
U.S. Real Property Holding Corporation. The Company is not now and has never been a U.S. “United States real property holding corporation within corporation” as defined in the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s requestany applicable regulations promulgated thereunder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (Avinger Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s the Representatives request.
Appears in 2 contracts
Samples: Underwriting Agreement (DelMar Pharmaceuticals, Inc.), Underwriting Agreement (DelMar Pharmaceuticals, Inc.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amendedCode, and the Company shall so certify upon Purchaser’s 's request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (S&W Seed Co), Securities Purchase Agreement (S&W Seed Co)
U.S. Real Property Holding Corporation. The Company is not and not, has never been been, and so long as any Securities remain outstanding, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon PurchaserInvestor’s request.
Appears in 2 contracts
Samples: Exchange Agreement (Metalico Inc), Amendment and Exchange Agreement (Qiao Xing Universal Telephone Inc)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify the same upon Purchaser’s the Underwriters’ request.
Appears in 2 contracts
Samples: Underwriting Agreement (DAVIS COMMODITIES LTD), Underwriting Agreement (DAVIS COMMODITIES LTD)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Xxxxxxxxxx’x request.
Appears in 2 contracts
Samples: Underwriting Agreement (Enlivex Therapeutics Ltd.), Underwriting Agreement (BioLineRx Ltd.)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s Acuitas’ request.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Biovie Inc.), Securities Purchase Agreement (Biovie Inc.)
