Future Registration. The Holder acknowledges and recognizes that, except as provided in Article 7 hereof, the Company has not agreed to register the resale of the Shares in any Registration Statement to be filed by the Company under the Act.
Future Registration. The Shareholders understand that because the Common Stock has not been regislered under the Act or any State Act, they must hold the Common Stock indefinitely, and cannot dispose of any or all of the Common Stock unless such Common Stock is subsequently registered under the Act and any applicable State Aa, or exemptions from registration are available. The Shareholders acknowledge and understand that (hey have no independent right to require the Company to register the shares of Common Stock. The Shareholders further understand that the Company may, as a condition to the transfer of any of Common Stock, require that the request for transfer by a Shareholder be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, provided at such Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. 11.
Future Registration. The Telenomics Shareholders understand that because the Company's Shares to be delivered to them have not been registered under the Act or any State Act, they cannot dispose of any or all of them unless they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. The Telenomics Shareholders acknowledge and understand that, except as provided herein, they have no independent right to require the Company to register the Shares. The Telenomics Shareholders further understand that the Company may, as a condition to the transfer of any of the Shares require that the request for transfer be accompanied by an opinion of legal counsel, in form and substance satisfactory to the Company, provided at such Telenomics Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. Notwithstanding the foregoing, the Company agrees that, if at any time within the period beginning on the Closing Date and ending five years after the Closing Date hereunder, it should file a registration statement with the Commission pursuant to the Act, registering thereunder any shares held by the Company's existing shareholders for resale by such existing shareholders, the Company, at its own expense, will offer the holder(s) of the Shares acquired pursuant to this Agreement the opportunity to participate in such registration; provided, however, that the number of Shares that may be included by the Telenomics Shareholders in such registration shall be limited to that number determined by multiplying the number of Shares held by the Telenomics Shareholders by the ratio determined by dividing the number of Shares held by the Telenomics Shareholders by the total number of shares of the Company's restricted stock issued and outstanding at the time of filing such registration. This paragraph is not applicable to a registration statement filed by the Company with the Commission on Form S-4 or Form S-8, or any other inappropriate form.
Future Registration. The Artmovement Shareholders understand that because the Company's common stock has not been registered under the Act or any State Act, they must hold the Company's common stock indefinitely, and cannot dispose of any or all of them unless such they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. The Artmovement Shareholders further understand that the Company may, as a condition to the transfer of any of the shares of the Company's common stock requires that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, provided at such Artmovement Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts.
Future Registration. The OLM Shareholders understand that, subject to the registration rights possessed in the Placement Letter of Intent, because the Company's Ordinary Shares to be delivered to them hereunder have not been registered under the Act or any State Act, they must hold the Company's Shares indefinitely, and cannot dispose of any or all of them unless such they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. The OLM Shareholders acknowledge and understand that, except as provided herein, they have no independent right to require the Company to register the Shares. The OLM Shareholders further understand that the Company may, as a condition to the transfer of any of the Shares require that the request for transfer be accompanied by an opinion of legal counsel, in form and substance satisfactory to the Company, provided at such OLM Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts.
Future Registration. The BGC Shareholders understand that because the Company's common stock has not been registered under the Act or any State Act, they must hold the Company's common stock for investment purposes, and cannot dispose of any or all of them unless such they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. The BGC Shareholders further understand that the Company may, as a condition to the transfer of any of the shares of the Company's common stock requires that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, provided at such BGC Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts.
Future Registration. SH Celera understands that the Company's Shares and the Waterbury Shares to be delivered pursuant to this Agreement have not been registered under the Act or any State Act, and must be held indefinitely, and cannot be disposed of unless they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. SH Celera understands that, except as provided herein, it has no independent right to require the issuer of such shares to register the Company's Shares or the Waterbury Shares for resale. SH Celera further understands that, as a condition to the transfer of any of the Company's Shares or the Waterbury Shares it may be required that any request for transfer be accompanied by an opinion of legal counsel, in form and substance satisfactory to the Company or Waterbury, as the case may be, provided at its own expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts.
Future Registration. The MacFilms Shareholders understand the Company's common stock has not been registered under the Act or any State Act, they must hold the Company's common stock indefinitely, and cannot dispose of any or all of them unless such they are subsequently registered under the Act and any applicable State Act, or exemptions from registration are available. The MacFilms Shareholders acknowledge and understand that (unless they have received an independent registration rights agreement executed by the Company pertaining to the Company's securities they hold) they have no independent right to require the Company to register the securities held by them. The MacFilms Shareholders further understand that the Company may, as a condition to the transfer of any of the shares of the Company's common stock or the Company's common stock, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, provided at such MacFilms Shareholder's expense, to the effect that the proposed transfer does not result in violation of the Act or any applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts.
Future Registration. If the Company receives at any time a written request from the Holders that the Company file a Registration Statement under the Securities Act covering the registration of the Waived Registrable Securities, then the Company will promptly, and in no event later than thirty (30) days of the receipt thereof, prepare and file with the Commission a Registration Statement covering the resale of such Waived Registrable Securities not already covered by an existing and effective Registration Statement or eligible for resale pursuant to Rule 144 under the Securities Act. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible. In the event that the amount of securities which may be included in the Registration Statement filed pursuant to this Section 2 is limited due to Commission Comments, any cut back of securities shall be applied pro rata in proportion to the number of shares initially sought to be included by each Holder.
Future Registration. If Parent registers its shares of common stock for sale or resale to the public under the Securities Act of 1933, Parent will give prompt written notice thereof to the holders of Parent Common Stock received pursuant to this Agreement and not registered pursuant to Section 12.3 hereof (the "Unregistered Holders"). Upon the written request of any of the Unregistered Holders made within thirty (30) days after the receipt of such notice, Parent shall cause the shares of Parent Common Stock hold by such Unregistered Holders to be registered under the applicable Securities Act as part of such public offering. Parent shall be solely responsible for all costs, fees and expenses of such registration, including, but not limited to, all attorneys' fees, accountants and financial advisors fees, fees and commissions of investment bankers, filing fees and expenses, and printing and engraving costs and expenses. Subject to the limitations contained herein, once the shares of Parent Common Stock of the Unregistered Holders have been registered pursuant to this Section, the Unregistered Holders shall possess the same rights, powers, authority, and duties as the Holders set forth in Section 12.3 above. If such public offering is an underwritten public offering and the managing underwriter shall advise Parent and the Unregistered Holders in writing that the inclusion in any registration pursuant hereto of some or all of the shares sought to be registered creates a substantial risk that the proceeds or price per unit, which the sellers of securities covered by such registration will derive from the sale of such securities pursuant to such registration, will be reduced or that the number of securities to be registered (including those sought to be registered by Parent and those sought to be registered by the Unregistered Holders and any others with similar registration rights) is too large a number to be reasonably sold, then the number of shares sought to be registered by Unregistered Holders and the number of shares of common stock of Parent sought to be registered by any other shareholders shall be reduced pro rata to the extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter. In no instance shall Parent be required to reduce the number of shares of common stock it seeks to register to enable the shares held by the Unregistered Holders or shares owned by other stockholders to be registered.
