Certain Registration Matters. Assuming the accuracy of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 58 contracts
Samples: Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/), Securities Purchase Agreement (Avitar Inc /De/)
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in Schedule 3(z), the The Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp)
Certain Registration Matters. Assuming the accuracy of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(zSCHEDULE 3(Z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Kiwa Bio-Tech Products Group Corp), Securities Purchase Agreement (Advanced BioPhotonics Inc.), Securities Purchase Agreement (Ruby Mining Co)
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in Schedule 3(z3.1(v), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Metretek Technologies Inc), Securities Purchase Agreement (Calypte Biomedical Corp), Securities Purchase Agreement (Calypte Biomedical Corp)
Certain Registration Matters. Assuming the accuracy of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 3 contracts
Samples: Securities Purchase Agreement (SpeechSwitch, Inc.), Securities Purchase Agreement (Med Gen Inc), Securities Purchase Agreement (Wellstar International, Inc.)
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 3Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in Schedule 3(z3.1(v), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 3 contracts
Samples: Securities Purchase Agreement (China Bak Battery Inc), Securities Purchase Agreement (China Bak Battery Inc), Securities Purchase Agreement (China Bak Battery Inc)
Certain Registration Matters. Assuming the accuracy of the Buyers' Investors’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer offer, sale and sale issuance of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Investors under the transaction documentsthis Agreement. Except as specified disclosed in Schedule 3(z)the SEC Documents, the Company has not granted or agreed to grant to any Person person any rights (including "piggy-“piggy back" ” registration rights) to have any securities of the Company registered with the Commission SEC or any other governmental authority that have not been satisfiedsatisfied or exercised.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Curon Medical Inc), Stock Purchase Agreement (Curon Medical Inc)
Certain Registration Matters. Assuming the accuracy of the Buyers' ’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "“piggy-back" ” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Admiralty Holding Co), Securities Purchase Agreement (Admiralty Holding Co)
Certain Registration Matters. Assuming the ---------------------------- accuracy of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Med Gen Inc), Securities Purchase Agreement (Med Gen Inc)
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in Schedule 3(z), the The Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Dor Biopharma Inc)
Certain Registration Matters. Assuming the accuracy of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Preferred Shares and Warrant Shares Warrants by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified disclosed in Schedule 3(z3.1(s), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Midwood Capital Management LLC)
Certain Registration Matters. Assuming the accuracy of the ------------------------------ Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(zSCHEDULE 3(Z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pediatric Prosthetics Inc)
Certain Registration Matters. Assuming the accuracy of the Buyers' Investors’ representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in on Schedule 3(z)3.1(t) and pursuant to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "“piggy-back" ” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Buyers' Investors’ representations and warranties set forth in Section 33(b)(ii)-(v), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in on Schedule 3(z)3(a)(xx) and pursuant to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "“piggy-back" ” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified set forth in Schedule 3(z3.1(u), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the BuyersInvestors' representations and warranties set forth in Section 33.3(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except for the Registration Rights Agreement and/or as specified described in Schedule 3(z3.1(v), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Expectations & Associates Inc)
Certain Registration Matters. Assuming the accuracy of the Buyers' Investors’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified in set forth on Schedule 3(z)2.15, the Company has not granted or agreed to grant to any Person person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the BuyersPurchasers' representations and warranties set forth in Section 3SECTION 3.2(b)-(g), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Purchasers under the transaction documentsTransaction Documents. Except as specified described in Schedule 3(zSCHEDULE 3.1(r), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Buyers' Investor’s representations and warranties set forth in Section 33.3(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Investor under the transaction documentsTransaction Documents. Except for the Registration Rights Agreement and/or as specified described in Schedule 3(z3.1(t), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Buyers' ’ representations and warranties set forth in Section 32, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and the Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z3(y), the Company has not granted or agreed to grant to any Person any rights (including "“piggy-back" ” registration rights) to have any securities of the Company registered with the Commission SEC or any other governmental authority that have not been satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greens Worldwide Inc)
Certain Registration Matters. Assuming the accuracy of the Buyers' Purchasers’ representations and warranties set forth in Section 33.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Purchasers under the transaction documentsTransaction Documents. Except as specified described in Schedule 3(z3.1(u), the Company has not granted or agreed to grant to any Person any rights (including "“piggy-back" ” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (RMH Teleservices Inc)
Certain Registration Matters. Assuming the accuracy ---------------------------- of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Buyers' Investors’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares Securities by the Company to the Buyers Investors under the transaction documentsTransaction Documents. Except as specified set forth on Schedule 2.15 or as disclosed in Schedule 3(z)the SEC Reports, the Company has not granted or agreed to grant to any Person person any rights (including "“piggy-back" ” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Buyers' representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers under the transaction documents. Except as specified in Schedule 3(z), the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfiedsatisfied or waived.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Buyers' Investor's representations and warranties set forth in Section 33.2, no registration under the Securities Act is required for the offer and sale of the Conversion Shares and Warrant Shares by the Company to the Buyers Investor under the transaction documentsTransaction Documents. Except as specified set forth in the Schedule 3(z)of Exceptions, the Company has not granted or agreed to grant to any Person other than the Investor any rights (including "piggy-backpiggy‑back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Good Times Restaurants Inc)