Certain Registration Matters. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers under Form S-3 promulgated under the Securities Act. Except as described in Schedule 3.1(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 (Factory 2 U Stores Inc)
Certain Registration Matters. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2(b)-(e3.2(b) to (e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers under Form S-3 promulgated under the Securities Act. Except as described set forth in Schedule 3.1(v3.1(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 Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers Investors at the Closing under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 F-1 promulgated under the Securities Act. Except as described specified in Schedule 3.1(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 satisfiedsatisfied or exercised.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Security & Surveillance Technology, Inc.)
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investor’s representations and warranties set forth in Section 3.2(b)-(e)4, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Note by the Company to the Purchasers Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investor under Form S-3 S-1 promulgated under the Securities Act. Except as described specified in the SEC Reports and except as set forth on Schedule 3.1(v2(v), neither the Company nor any Subsidiary 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
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investor’s representations and warranties set forth in Section 3.2(b)-(e)4, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Note by the Company to the Purchasers Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investor under Form S-3 S-1 promulgated under the Securities Act. Except as described specified in the SEC Reports and except as set forth on Schedule 3.1(v2(v), neither the Company nor any Subsidiary 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 Governmental Authority that have not been satisfied.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investor’s representations and warranties set forth in Section 3.2(b)-(e)4, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Purchasers Investor under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investor under Form S-3 S-1 promulgated under the Securities Act. Except as described specified in the SEC Reports and except as set forth on Schedule 3.1(v2(v), neither the Company nor any Subsidiary 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: Note and Warrant Purchase Agreement (Organic to Go Food CORP)
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 S-1 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v3.1(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 (Flow International Corp)
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 S-1 promulgated under the Securities Act. Except as described disclosed in the SEC Reports or as specified in Schedule 3.1(v3.1(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: Stock Purchase Agreement (Worldgate Communications Inc)
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e)Sections 0, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares the Warrants by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 S-1 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v), 3.1(w) the Company has not granted or agreed to grant to any Person other than the Investors pursuant to the Registration Rights Agreement 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 Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant the offer of the Underlying Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 S-1 promulgated under the Securities Act. Except as described specified in Schedule 3.1(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
Certain Registration Matters. Assuming the accuracy of the Purchasers' Purchaser’s representations and warranties set forth in Section 3.2(b)-(e)4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Purchasers Purchaser under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Purchaser under Form S-3 SB-2 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v)Section 3.3 and except with respect to the Purchaser, 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 (Gran Tierra Energy, Inc.)
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares Shares, Warrants and Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers under Investors on Form S-3 SB-2 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including "piggy-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 exercised.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the PurchasersInvestors' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 SB-2 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v3.1(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 Purchasers' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers under Form S-3 promulgated under the Securities Act. Except as described in Schedule 3.1(v3.1(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
Certain Registration Matters. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers under Form S-3 S-1 promulgated under the Securities Act. Except as described in Schedule 3.1(v3.1(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 Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Shares and Warrants, and the offer of the Warrant Shares Shares, by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 promulgated under the Securities Act. Except as described in Schedule 3.1(v3.1(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 (Emerge Interactive Inc)
Certain Registration Matters. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(f), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers under Form S-3 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v3.1(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 Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 SB-2 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v3.1(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 (Alliance Pharmaceutical Corp)
Certain Registration Matters. Assuming the accuracy of the PurchasersInvestors' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares Securities by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form SB-2 or Form S-3 promulgated under the Securities Act. Except as described specified in Schedule 3.1(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 satisfiedsatisfied or exercised.
Appears in 1 contract
Certain Registration Matters. Assuming the accuracy of the Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(l), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants and the offer of the Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 SB-2 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v3.1(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 Purchasers' Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Purchasers Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchasers Investors under Form S-3 SB-2 promulgated under the Securities Act. Except as described specified in Schedule 3.1(v3.1(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 (Index Oil & Gas Inc.)