Common use of Certain Registration Matters Clause in Contracts

Certain Registration Matters. Assuming the accuracy of the 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 Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. 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 through an effective registration statement or by waiver of such rights.

Certain Registration Matters. Assuming the accuracy of the InvestorsBuyers’ representations and warranties set forth in Section 3.2(b)-(e)herein, 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 Investors Buyers under the Transaction Documents. The Company is eligible to register its Common Stock Ordinary Shares for resale by the Investors under Form S-3 or Form S-1 F-3 promulgated under the Securities Act. The Except as specified in the Registration Rights Agreement, 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the InvestorsPurchasers’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(g), 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 Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors Purchasers under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as described in Schedule 3.1(v), 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the 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 Securities and Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(eSections 3.3(b)-(e), 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 and the Selling Stockholder Shares (as applicable) to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v), no Existing Company Entity 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the 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 Warrants Warrants, and the offer of the Warrant Shares Shares, by the Company to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 SB-2 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v), 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 through an effective registration statement or by waiver would require the inclusion of such rightsshares onto the Registration Statement other than Registrable Securities.

Certain Registration Matters. Assuming the accuracy of the 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 Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in SCHEDULE 3.1(V), 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 through an effective satisfied; provided, that the Investors acknowledge that the Company expects that it will grant registration statement or by waiver of such rightsrights in connection with the Pending Strategic Transaction.

Certain Registration Matters. Assuming the accuracy of the 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 Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v), 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the 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 Warrants Warrants, and the offer of the Warrant Shares Shares, by the Company to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v), 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the 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 the Warrants and the offer of the Warrant Shares by the Company to the Investors under the Transaction Documents. The As of the date hereof, the Company is eligible to register its Common Stock the Warrant Shares and the Conversion Shares for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule ‎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 through an effective registration statement or by waiver of such rightswaived.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), 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 Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v), no Existing Company Entity 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the InvestorsPurchasers’ 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 Warrants and the offer of the Warrant Shares Securities by the Company to the Investors Purchasers under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Investors Purchasers under Form S-3 or Form S-1 SB-2 promulgated under the Securities Act. The Except as set forth in Schedule 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 through an effective registration statement or by waiver of such rightsexercised.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrants Notes and the offer of the Warrant Shares Warrants by the Company to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock the Shares for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(u), no Existing Company Entity has not granted or agreed to grant to any Person other than the Investors pursuant to the Registration Rights Agreement any rights to (including “piggy-back” registration rights) ), and no Person other than Investors pursuant to the Registration Rights Agreement have the right to, have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), 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 Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v) or pursuant to the April Financing, no Existing Company Entity 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), 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 Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(v), no Existing Company Entity 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 through an effective registration statement or by waiver of such rightssatisfied.

Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b) -(e), 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 Securities by the Company to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 or Form S-1 promulgated under the Securities Act. The Except as specified in Schedule 3.1(t), none of the Existing Company Entities 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 through an effective registration statement or by waiver of such rightssatisfied.