Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / nyse-listing-approval-letter.docx
nyse-listing-approval-letter.docx
High · 1
Medium · 8
Standard · 1
1. Approval of Listing Application
Medium
⚑ Notice / time limit to track
1. Approval of Listing Application The New York Stock Exchange (the "NYSE" or the "Exchange") has completed its review of the original listing application, together with all supplemental materials, exhibits, and amendments thereto (collectively, the "Application"), submitted by Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), requesting the
2. Shares Authorized for Listing
Medium
⚑ Liability cap to check against exposure
2. Shares Authorized for Listing Based on the information set forth in the Application and in the Company's Registration Statement on Form S-1 (File No. 333-276841) as filed with the Securities and Exchange Commission (the "SEC") (the "Registration Statement"), the NYSE has authorized the following shares of Common Stock for listing on the Exchange: (a) Up to 20,000,000 shares of Common Stock to be issued and sold by
3. Listing Standards Compliance
High
⚑ Non-compete / exclusivity restraint
3. Listing Standards Compliance Based upon the NYSE's review of the Application, the Registration Statement, and all supplemental materials provided by the Company, the Exchange has determined that the Company meets the applicable quantitative and qualitative listing standards set forth in the NYSE Listed Company Manual (the "Manual"), including the initial listing standards applicable to domestic companies. In makin
4. Corporate Governance Requirements
Medium
⚑ Confidentiality undertaking
4. Corporate Governance Requirements The NYSE has reviewed the Company's corporate governance framework for compliance with Section 303A of the NYSE Listed Company Manual (the "Corporate Governance Standards"). Based on this review, the NYSE has determined as follows: Independent Directors. The Company has identified Carolyn Whittemore and Dr. Samuel Obadina as independent directors within the meaning of Section 303A
5. Conditions to Listing
5. Conditions to Listing The listing of the Company's Common Stock on the NYSE is subject to the satisfaction of the following conditions prior to the commencement of trading:
1. Effectiveness of Registration Statement. The Registration Statement on Form S-1 (File
1. Effectiveness of Registration Statement. The Registration Statement on Form S-1 (File No. 333-276841) shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and remain in effect.
2. Completion of the Offering. The Company shall have completed the initial public offeri
2. Completion of the Offering. The Company shall have completed the initial public offering of shares of Common Stock as described in the Registration Statement and the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act").
3. Official Notice of Issuance. The Company shall provide official notice of issuance to
Medium
⚑ Notice / time limit to track
3. Official Notice of Issuance. The Company shall provide official notice of issuance to the NYSE, in the form prescribed by the Exchange, confirming the actual number of shares of Common Stock issued in the Offering, the final offering price per share, the actual exercise (if any) of the Overallotment Option, and the closing date of the Offering.
4. Filing of Amended and Restated Certificate of Incorporation. The Company shall have fi
4. Filing of Amended and Restated Certificate of Incorporation. The Company shall have filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, in the form previously provided to the NYSE, reflecting the Company's authorized capital structure as described in the Registration Statement and in Section 2 of this letter.
5. Execution of Listing Agreement. The Company shall have duly executed and delivered to
5. Execution of Listing Agreement. The Company shall have duly executed and delivered to the NYSE a listing agreement in the form previously submitted to and approved by the Exchange, pursuant to which the Company agrees to comply with all applicable provisions of the Manual and all other rules and regulations of the NYSE.
6. Transfer Agent and Registrar. The Company shall have designated Continental Share Serv
6. Transfer Agent and Registrar. The Company shall have designated Continental Share Services, Inc. as its transfer agent and registrar for the Common Stock. Continental Share Services, Inc. is an approved transfer agent under NYSE rules, and the Company shall maintain such designation unless a change is approved in advance by the NYSE.
7. Payment of Listing Fees. The Company shall pay to the NYSE all applicable listing fees
Standard
⚑ Commercial term
7. Payment of Listing Fees. The Company shall pay to the NYSE all applicable listing fees in connection with the listing of the Common Stock, including the original listing fee of approximately $295,000, calculated in accordance with the fee schedule set forth in Section 902.02 of the Manual. Payment shall be made by wire transfer to the account designated by the NYSE and must be received prior to the commencement of
8. Compliance with NYSE Listed Company Manual. The Company shall comply with all applicab
8. Compliance with NYSE Listed Company Manual. The Company shall comply with all applicable provisions of the Manual from and after the date of listing, including without limitation all provisions relating to disclosure, corporate governance, financial reporting, and shareholder approval of certain corporate actions. The NYSE reserves the right to impose additional conditions to listing as it deems necessary or appro
6. Ongoing Obligations
Medium
⚑ Liability cap to check against exposure
6. Ongoing Obligations Upon the listing of the Company's Common Stock on the NYSE, the Company will be subject to the ongoing requirements of the Manual, including but not limited to the following: • Periodic Reporting. The timely filing with the SEC of all periodic and current reports required under the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8
7. Representations by the Company
Medium
⚑ Liability cap to check against exposure
7. Representations by the Company In approving the Application, the NYSE has relied upon the representations and certifications made by the Company in the Application and in all supplemental materials submitted to the Exchange, including without limitation the following representations: (a) That the Company meets all applicable initial listing standards as set forth in the Manual, including the quantitative and quali
8. Reservation of Rights
Medium
⚑ Notice / time limit to track
8. Reservation of Rights This letter constitutes notice of the NYSE's conditional approval of the Application and does not constitute a guarantee that the Common Stock will be listed on the NYSE. The NYSE expressly reserves the right to withdraw or suspend its approval of the listing if: (a) The Company fails to satisfy any of the conditions to listing set forth in Section 5 of this letter within the time periods spe
9. Contact Information
Medium
⚑ Confidentiality undertaking
9. Contact Information If you have any questions regarding the listing of the Company's Common Stock on the NYSE, or if you require any additional information regarding the conditions to listing or the Company's ongoing obligations under the Manual, please do not hesitate to contact the NYSE Listings Division at the following: Victoria S. Chen Director, NYSE Listings New York Stock Exchange 11 Wall Street, New York,