Form SB. 2 ELIGIBILITY. The Company is, and at the Closing Date will be, eligible to register securities for resale with the Commission under Form SB-2 promulgated under the Securities Act.
Form SB. 2 or S-3. In addition to the rights and obligations set forth in subsection 1.2 above, within ninety (90) days of completion of the private placement of Units pursuant to the Company's private placement memorandum dated September___, 2004, Company will use commercially reasonable efforts to prepare and file a registration statement to register the resale from time to time of the Holder's Registrable Securities. The registration shall be on on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) and shall contain the "Plan of Distribution" attached hereto as Exhibit B. In such a registration, the Company shall use commercially reasonable efforts to cause such registration statement on Forms SB-2 or S-3 (or any successor form to Forms SB-2 or S-3) to be declared effective by the SEC as soon as practicable; provided, however the Company shall not be required to effect a registration pursuant to this subsection 1.3:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(b) during the period starting with the date of filing of, and ending on a date 90 days following the effective date of, a registration statement pursuant to subsection 1.2, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and further provided that no other person or entity could require the Company to file a registration statement in such period. Any Holder that intends to dispose of Registrable Securities pursuant to a registration under this subsection 1.3 shall not offer, sell or otherwise dispose of any Registrable Securities unless it has provided to the Company a written notice of its intent to offer and sell the Registrable Securities pursuant to a registration under this subsection 1.3 at least ten (10) days prior to the offer or sale of the Registrable Securities. Upon receipt of such notice by the Company from a Holder, the Company may voluntarily suspend the effectiveness of any registration statement filed pursuant to this subsection 1.3 for a limited time, which in no event shall be longer than 90 days in any six-month period, if the Company has been advised by counsel or underwriters to the Company that the offering for resale of an...
Form SB. 2 Eligibility. The Company is eligible to register its Common Stock for resale by the Purchasers using Form SB-2 promulgated under the Securities Act.
Form SB. 2 and Form S-1 Eligibility. The Company is eligible to register the resale of the Shares and the Warrant Shares by the Purchaser under Form SB-2 or Form S-1 promulgated under the Securities Act and the Company hereby covenants and agrees to use its best efforts to maintain its eligibility to use Form SB-2 until the Registration Statement covering the resale of the Shares and Warrant Shares shall have been filed with, and declared effective by, the Commission. If for any reason the Company is not eligible to register the resale of the Shares and the Warrant Shares by the Purchaser under Form SB-2, the Company covenants and agrees to register the resale of the Shares and Warrant Shares on Form S-1 promulgated under the Securities Act.
Form SB. 2 Information; Financial Statements. CCC has furnished to EXTEL a copy of the Form SB-2 Registration Statement of CCC, as filed with the Securities and Exchange Commission ("SEC") on September 4, 1997 (the "Registration Statement"), which Registration Statement has not, as yet, been declared effective by the SEC. On or before the closing of the transactions contemplated by this Agreement, such Registration Statement shall be withdrawn. Annexed hereto as Schedule 5.4 is an unaudited balance sheet of CCC as at April 30, 1998 and the unaudited statement of income (loss) of CCC for the nine months ended April 30, 1998 (collectively, the "April 1998 Financial Statements"). The April 1998 Financial Statements were prepared by management of CCC, fairly set forth the assets and liabilities and financial conclusion of CCC and its results of operations as at April 30, 1998 and for the fiscal period then ended, and were prepared in accordance with generally accepted accounting principles, consistent with those of prior periods, subject only to the absence of financial statement footnotes (which would not differ materially from those of the most recent audited financial statements) and year end audit adjustments (which would not be material). The financial statements included in the Registration Statement (a copy of which has been provided to the Buyer) present fairly, in all material respects, the financial condition of CCC as of July 31, 1997 and the results of operations and cash flows for the respective periods then ended and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The financial statements referred to in this Section 5.4 do not reflect the operations of any business or any portion of Seller's Businesses not included in the Assets. Except as expressly set forth in the April 1998 Financial Statements and those financial statements included in the Registration Statement, as disclosed pursuant to this Agreement, or non-material liabilities arising in the normal course of the Seller's Businesses since April 30, 1998, except for the Assumed Liabilities, there are no liabilities or obligations (including, without limitation, any tax liabilities or accruals) of the Seller, including any contingent liabilities, that are, in the aggregate, material to the Seller.
Form SB. 2 or S-2 Eligibility. The Company is currently eligible to register the resale of its Common Stock on a registration statement on either or both of Form SB-2 under the Securities Act or Form S-2 under the Securities Act. As to whichever form the Company shall elect to file (be that Form SB-2 or Form S-2), there exist no facts or circumstances (including without limitation any required approvals or waivers of any circumstances that may delay or prevent the obtaining of accountant's consents) that would prohibit or delay the preparation and filing of a registration statement on such Form with respect to the Registrable Securities.
Form SB. 2 AND FORM S-3
Form SB. 2 ELIGIBILITY. The Company is currently eligible to register the resale of its Common Stock on a registration statement on Form SB-2 under the Securities Act. There exist no facts or circumstances that would prohibit or delay the preparation and filing of a registration statement on Form SB-2 with respect to the Registrable Securities (as defined in the Registration Rights Agreement).
Form SB. 2 Eligibility. The Company is eligible to register the Underlying Shares for resale by the Purchasers on Form SB-2 promulgated under the Securities Act.
