Form SB-2 Eligibility. The Company currently meets the “registrant eligibility” and transaction requirements set forth in the general instructions to Form SB-2 applicable to “resale” registrations on Form SB-2 and the Company shall file all reports required to be filed by the Company with the Commission in a timely manner.
Form SB-2 Eligibility. The Company is eligible to register the resale of the Underlying Shares for resale by the Purchaser on Form SB-2 promulgated under the Securities Act.
Form SB-2 Eligibility. The Company is eligible to register the Conversion Shares and the Warrant Shares for resale by the Buyers using Form SB-2 promulgated under the 1933 Act.
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 0000 Xxx.
Form SB-2 Eligibility. The Company is 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). The Company has no basis to believe that its past or present independent public auditors will withhold their consent to the inclusion, or incorporation by reference, of their audit opinion concerning the Company's financial statements which are included in the Registration Statement required to be filed pursuant to the Registration Rights Agreement.
Form SB-2 Eligibility. The Company is eligible to register its Common Stock for resale by the Investors using Form SB-2 promulgated under the Securities Act.
Form SB-2 Eligibility. The Company is currently eligible to register the resale of the Common Stock on a registration statement on Form SB-2 under the Securities Act.
Form SB-2 Eligibility. The Company currently meets the "registrant eligibility" and transaction requirements set forth in the general instructions to Form SB-2 applicable to "resale" registrations on Form SB-2 and the Company shall file all reports required to be filed by the Company with the Commission in a timely manner. Lock-Up Agreement. The persons listed on Schedule 3.20 attached hereto shall be subject to the terms and provisions of a lock-up agreement in substantially the form as Exhibit E hereto (the "Lock-Up Agreement"), which shall provide the manner in which such persons will sell, transfer or dispose of their shares of Common Stock. Investor Relations Firm. Not later than __________, 2006, the Company shall hire an investor relations firm and purchase a minimum of one third party independent research report. Restrictions on Certain Issuances of Securities. For a period of two (2) years following the Second Closing Date, the Company shall not issue any Common Stock or any debt or equity securities convertible, exercisable or exchangeable into Common Stock at a price less than $0.25.
Form SB-2 Eligibility. As of the Closing, the Company will be eligible to register the Shares for resale by the Investor using Form SB-2 promulgated under the 1933 Act.
Form SB-2 Eligibility. To the knowledge of the Company, the Public Company is eligible to register the resale of its Common Stock including the Unit Added Stock and Underlying Shares for resale by the Purchasers under Form SB-2 promulgated under the Securities Act. (x) Solvency. The Company’s financial statements at December 31, 2005 have been prepared assuming that the Company will continue as a going concern. Based on the financial condition of the Company as of the Closing Date after giving effect to the sale of the Securities, (i) the Company’s fair saleable value of its assets taken as a whole exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature and (ii) the current cash flow of the Company, together with the proceeds the Company would receive, if sold as an entity that is a going concern, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
