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 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 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:
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 On or before the closing of the transactions contemplated by this Agreement, such Registration Statement shall be withdrawn.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. 1. The Consultant shall assist the Client in preparing the Client's Form SB-2 (S.E.C. registration statement for stock sales under the Securities Act of 1933) after the completion of the third stage offering and the S.E.C has approved the Client Company's 10-SB filing and the market conditions are favorable; that is, the stock has stabilized. See 4B. The Form SB-2 will register the Common stock of the Company underlying the Warrants included in the third stage Offering.
Form SB. 2 AND FORM S-3
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 a merger with a company that has shares of common stock that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Company ------------ will use commercially reasonable efforts to prepare and file a registration statement on Forms SB-2 or S-3 (or any successor to Forms SB-2 or S-3) to register the resale from time to time of the Holder's Registrable Securities. 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:
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).
