Amendments to the Registration Rights Agreement. Section 1 of the Registration Rights Agreement is hereby amended by adding the following definition:
Amendments to the Registration Rights Agreement. Clause (a) of the definition of “Filing Date” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting the two references to “October 31, 2008” and replacing them with “December 31, 2008.”
Amendments to the Registration Rights Agreement. Section 2(c)(ii) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows (deletions are indicated by a line through the deleted text and new language is indicated by a double underline): The Company may (x) for not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period, delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus included in any registration contemplated by this Section containing such information, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company; or (y) suspend the use of any Prospectus included in any registration statement contemplated by this Section if it is required, pursuant to paragraph (a) of Item 512 of Regulation S-K, to file a post-effective amendment to such registration statement, and such post-effective amendment is not declared automatically effective (each of clauses (x) and (y) being an “Allowed Delay”); provided, that the Company shall promptly (a) notify the Investors in writing of the existence of (but in no event, without the prior written consent of an Investor, shall the Company disclose to such Investor any of the facts or circumstances regarding) material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.
Amendments to the Registration Rights Agreement. As of the date of this Amendment and Joinder, the following provisions of the Registration Rights Agreement shall be amended and supplemented as follows:
Amendments to the Registration Rights Agreement. (a) The defined term “Lock-up Period” in Section 1.1 of the Registration Rights Agreement is hereby amended by adding a new subsection as follows:
Amendments to the Registration Rights Agreement. (1) The first paragraph appearing in the Registration Rights Agreement is hereby amended in its entirety to read as follows: “This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2007, by and among The X-Change Corporation, a Nevada corporation (the “Company”), and the initial Holders named on the signature pages hereto, and Tejas Securities Group, Inc. (“Tejas”). The initial Holders have agreed to purchase from the Company, pursuant to the Purchase Agreement (as defined below), the Notes (as defined below) convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), Warrants (as defined below) and the Tranche B Shares (as defined in the Purchase Agreement).”
(2) The second paragraph appearing in the Registration Rights Agreement is hereby amended in its entirety to read as follows: “This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the “Purchase Agreement”), by and among the Company, AirGATE Technologies, Inc., a Texas corporation, and the initial Holders. In order to induce the initial Holders to purchase the Notes, Warrants and the Tranche B Shares, and for the benefit of the Holders from time to time of the Registrable Securities (as defined below), the Company has agreed to provide the registration rights set forth in this Agreement.”
(3) The definition of Registrable Securities appearing in Section 1(a) of the Registration Rights Agreement is hereby amended in its entirety to read as follows:
Amendments to the Registration Rights Agreement. The Agreement shall be amended as follows:
(a) Section 1.2 is deleted in its entirety and replaced with the following:
Amendments to the Registration Rights Agreement a.) The Company and each Holder hereby amend the first sentence of Section 2(a) of the Registration Rights Agreement by inserting immediately following “Rule 415” as follows: “; provided, however, that if 130% of the Registrable Securities hereunder shall equal or exceed 30% of the issued and outstanding Common Stock of the Company on the actual filing date of the initial Registration Statement, the initial Registration Statement shall register a number of shares of Common Stock which is equal to approximately 18.7% of the issued and outstanding shares of Common Stock of the Company on such actual filing date, and the remaining Registrable Securities shall be subject to Section 3(c). In such event, the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from the initial Registration Statement.”
b.) The Company and each Holder hereby amend Section 3(c) of the Registration Rights Agreement by inserting at the end of such Section as follows: “In addition, in the event that 130% of the Registrable Securities are not included in the initial Registration Statement as contemplated by the proviso regarding Registrable Securities in Section 2(a) above, then, upon the written request of Holders holding at least 51% of the then outstanding Registrable Securities, the Company shall file as soon as reasonably practicable, but in no event later than the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the difference between 130% of the Registrable Securities and the number of Registrable Securities included on the initial Registration Statement.”
c.) The Company and each Holder hereby amend and restate Section 6(b) of the Registration Rights Agreement as follows: “Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in the Registration Statements other than the Registrable Securities. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, p...
Amendments to the Registration Rights Agreement. The follow amendments are hereby made to the Registration Rights Agreement:
3.2.1 For the avoidance of doubt, the term "Registrable Securities" in the Registration Rights Agreement shall include the shares of Common Stock issuable upon conversion of the Fourth Tranche Note and Fifth Tranche Note and upon exercise of the Fourth Tranche Warrant and Fifth Tranche Warrant.
Amendments to the Registration Rights Agreement. 1. Recital A of the Registration Rights Agreement is hereby amended by inserting the following new text “, and may make additional investments in the Company or one of its Affiliates from time to time,” immediately following the text “an investment in the Company” therein.
2. The definition of “Registrable Securities” is hereby amended by inserting the following new text before the period at the end of the definition “; for the avoidance of doubt, Registrable Securities includes any shares of Common Stock acquired by any Holder upon the conversion of any of the Senior Secured Convertible Note, the Additional Investment Note or any Additional Secured Convertible Notes (in each case as defined in the Purchase Agreement), or the exercise of any of the Initial Investment Warrant, the Subsequent Investment Warrant or the Additional Investment Warrant (in each case as defined in the Purchase Agreement).
