Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 11 contracts
Samples: Underwriting Agreement (Turbo Energy, S.A.), Underwriting Agreement (Turbo Energy, S.A.), Underwriting Agreement (Turbo Energy, S.A.)
Grant of Right. Whenever The Company, upon written demand ("INITIAL DEMAND NOTICE") of the Company proposes Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities ("MAJORITY HOLDERS"), agrees to register any securities (the "DEMAND REGISTRATION") under the Act (other than (i) a registration effected solely to implement an employee benefit plan on one occasion, all or a transaction to which Rule 145 any portion of the Act is applicablePurchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, or including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (ii) collectively, the "REGISTRABLE SECURITIES"). On such occasion, the Company will file a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale a post-effective amendment to the public, whether for its own account or for Registration Statement covering the account of one or more stockholders Registrable Securities within sixty days after receipt of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior Initial Demand Notice and use its best efforts to the filing of have such registration statement) to statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, Effective Date. The Initial Demand Notice shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on specify the number of securities shares of Registrable Securities proposed to be included sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, including all Shares issuable upon exercise a "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of this Purchase Warrant (if the Holder has elected notice from the Company. Upon any such request, the Demanding Holders shall be entitled to include such Shares in such Piggyback Registration) and all other Shares proposed to be have their Registrable Securities included in such underwritten offeringthe Demand Registration, the Company shall include in such registration (i) first, the number of securities that the Company proposes subject to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period5.1.4.
Appears in 11 contracts
Samples: Purchase Option Agreement (Ascend Acquisition Corp.), Purchase Option Agreement (Paramount Acquisition Corp), Purchase Option Agreement (Renaissance Acquisition Corp.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 8 contracts
Samples: Underwriting Agreement (CleanCore Solutions, Inc.), Common Stock Purchase Warrant (CleanCore Solutions, Inc.), Purchase Warrant Agreement (Maverick Lifestyle Inc.)
Grant of Right. Whenever the Company proposes to register any securities of its Common Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Common Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Common Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Common Shares that the Company proposes to sell and (ii) second, the number of securitiesCommon Shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Common Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 7 contracts
Samples: Purchase Warrant Agreement (rYojbaba Co., Ltd.), Purchase Warrant Agreement (rYojbaba Co., Ltd.), Purchase Warrant Agreement (rYojbaba Co., Ltd.)
Grant of Right. Whenever the Company proposes to register any securities shares of Common Stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than five (5) years from the Effective Date.
Appears in 6 contracts
Samples: Underwriting Agreement (Mangoceuticals, Inc.), Purchase Warrant Agreement (Kairos Pharma, LTD.), Purchase Warrant Agreement (Kairos Pharma, LTD.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 6 contracts
Samples: Underwriting Agreement (Actelis Networks Inc), Purchase Warrant Agreement (Acesis Holdings Corp.), Purchase Warrant Agreement (Hempacco Co., Inc.)
Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration:
(i) If the registration such number is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and
(if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.
Appears in 5 contracts
Samples: Purchase Option Agreement (TransTech Services Partners Inc.), Purchase Option Agreement (Seanergy Maritime Corp.), Purchase Option Agreement (TransTech Services Partners Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration; provided that the Company shall not be required to provide such notice or include any of the Registrable Securities in a Piggyback Registration to the extent the Registrable Securities are already registered under a registration statement that is then effective under the Act. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 3 contracts
Samples: Purchase Warrant (Know Labs, Inc.), Purchase Warrant Agreement (Know Labs, Inc.), Purchase Warrant Agreement (Know Labs, Inc.)
Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth seventh anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 3 contracts
Samples: Purchase Warrant Agreement (Zerospo), Purchase Warrant Agreement (Zerospo), Purchase Warrant Agreement (Zerospo)
Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect 's managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company's securities (the "MAXIMUM NUMBER OF SHARES") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration:
(i) If the registration such number is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and
(if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder written contractual piggy- back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.
Appears in 3 contracts
Samples: Purchase Option Agreement (Alpha Security Group CORP), Purchase Option Agreement (Alpha Security Group CORP), Purchase Option Agreement (Alpha Security Group CORP)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4S-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 3 contracts
Samples: Underwriting Agreement (PishPosh, Inc.), Underwriting Agreement (PishPosh, Inc.), Underwriting Agreement (HeartCore Enterprises, Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Origin Life Sciences, Inc.), Purchase Warrant Agreement (Mangoceuticals, Inc.), Purchase Warrant Agreement (Mangoceuticals, Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4X-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 3 contracts
Samples: Underwriting Agreement (Hempacco Co., Inc.), Underwriting Agreement (Actelis Networks Inc), Underwriting Agreement (Hempacco Co., Inc.)
Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration:
(i) If the registration such number is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Ordinary Shares, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and
(if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration has been requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.
Appears in 3 contracts
Samples: Purchase Option Agreement (Chardan 2008 China Acquisition Corp.), Purchase Option Agreement (Korea Milestone Acquisition CORP), Purchase Option Agreement (Hambrecht Asia Acquisition Corp.)
Grant of Right. Whenever the Company proposes to register any securities shares of the Common Stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have Holder has (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of the Common Stock to be included in such registration, including all of the Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of the Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of the Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of the Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of the Common Stock then owned by each such personperson and to which such registration rights apply. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 3 contracts
Samples: Underwriting Agreement (Signing Day Sports, Inc.), Representative's Warrant (Signing Day Sports, Inc.), Purchase Warrant Agreement (Signing Day Sports, Inc.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities shares of its Common Stock under the Securities Act (other than (i) a registration effected solely statement to implement register shares under an employee benefit plan or to effect a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have Holder has (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is If, in connection with an underwritten offering and offering, the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated person as a primary underwritten offering on behalf compared to the total number of the Company, the Company shall select the investment banking firm or firms to act as shares the managing underwriter or underwriters shall permit to be included in such registration. In connection with any Piggyback Registration, Holder shall pay any and all underwriting commissions (if the offering is an underwritten offering) and the expenses of any legal counsel selected by Holder to represent it in connection with such offeringthe sale of the Registrable Securities. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the piggyback registration right shall not exceed seven years from the Effective Date, in accordance with FINRA Rule 5110(g)(8)(D)).
Appears in 3 contracts
Samples: Purchase Warrant Agreement (Serve Robotics Inc. /DE/), Underwriting Agreement (Serve Robotics Inc. /DE/), Underwriting Agreement (Serve Robotics Inc. /DE/)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying shares of Common Stock, whenever the Company proposes to register any securities of its Common Stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares shares of Common Stock issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares shares of Common Stock underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares shares of Common Stock issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-263715 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Curative Biotechnology Inc), Purchase Warrant Agreement (Curative Biotechnology Inc)
Grant of Right. Whenever To the extent the Company does not maintain an effective registration statement for the Shares, whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4F-4, S-8 F-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Pixie Dust Technologies, Inc.), Purchase Warrant Agreement (Pixie Dust Technologies, Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of Common Ctock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4X-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 2 contracts
Samples: Underwriting Agreement (Asset Entities Inc.), Purchase Warrant Agreement (Asset Entities Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth third anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Purchase Warrant Agreement (Sidus Space Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth third anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Cadrenal Therapeutics, Inc.), Purchase Warrant Agreement (Cadrenal Therapeutics, Inc.)
Grant of Right. Whenever If at any time during the first seven years following the Effective Date the Company proposes to register any securities file a Registration Statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders securityholders of the Company for their accounts (a “Piggyback Registration”or by the Company and by securityholders of the Company including, without limitation, pursuant to Section 5.2.1), other than a registration statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend reinvestment plan, then the Company shall (i) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if ii) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything a Piggy-Back Registration to be included on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
Appears in 2 contracts
Samples: Purchase Option Agreement (Advanced Technology Acquisition Corp.), Purchase Option Agreement (Advanced Technology Acquisition Corp.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-239676) covering the Registrable Securities remains effective at such time.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (PaxMedica, Inc.), Purchase Warrant Agreement (PaxMedica, Inc.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its shares of Common Stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-265969 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Bruush Oral Care Inc.), Purchase Warrant Agreement (Bruush Oral Care Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth third anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-235693 covering the Registable Securities remains effective at such time.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (HF Enterprises Inc.), Purchase Warrant Agreement (HF Enterprises Inc.)
Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect 's managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company's securities (the "MAXIMUM NUMBER OF SHARES") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration:
(i) If the registration such number is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and
(if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.
Appears in 2 contracts
Samples: Purchase Option Agreement (Alpha Security Group CORP), Purchase Option Agreement (Alpha Security Group CORP)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “all Registrable Securities”) Securities that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that it has determined in good faith that marketing factors require a limit on its opinion the number of securities shares of common stock proposed to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then shares of common stock request to be included in such Piggyback Registration owned by each such personperson or in such other manner as they may otherwise agree. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) effective date of the date that Rule 144 would allow Registration Statement pursuant to which the Holder to sell its Registrable Securities during any ninety (90) day periodOffering is being made.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Predictive Oncology Inc.), Purchase Warrant Agreement (PARETEUM Corp)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “all Registrable Securities”) Securities that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that it has determined in good faith that marketing factors require a limit on its opinion the number of securities shares of common stock proposed to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then shares of common stock request to be included in such Piggyback Registration owned by each such personperson or in such other manner as they may otherwise agree. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Sigma Labs, Inc.), Purchase Warrant Agreement (Sigma Labs, Inc.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by the selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-[●] covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever If at any time during the first seven years following the Effective Date the Company proposes to register any securities file a registration statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders securityholders of the Company for their accounts (a “Piggyback Registration”or by the Company and by securityholders of the Company including, without limitation, pursuant to Section 5.2.1), other than (A) a registration of securities relating solely to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, (B) a registration on Form S-4 or S-8 or any successor form to such forms, (C) an exchange offer or offering of securities solely to the Company’s existing stockholders, (D) an offering of debt that is convertible into equity securities, (E) a dividend reinvestment plan, or (F) solely in connection with a merger, consolidation or non-capital raising bona fide business transaction, then the Company shall (i) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if ii) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its reasonable best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything a Piggy-Back Registration to be included on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
Appears in 1 contract
Samples: Purchase Option Agreement (Converted Organics Inc.)
Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form F-4 or F-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company’s securities (the “Maximum Number of Shares”) which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration:
(i) If the registration such number is undertaken for the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “Ordinary Shares, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities Ordinary Shares which each such person has actually requested to be included in such registration, including all regardless of the number of Ordinary Shares issuable upon exercise with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of this Purchase Warrant Shares; and
(if ii) If the Holder has elected registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number Ordinary Shares for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration has been requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.
Appears in 1 contract
Samples: Purchase Option Agreement (Hambrecht Asia Acquisition Corp.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 377-05550 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities Ordinary Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Ordinary Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Ordinary Shares that the Company proposes to sell and (ii) second, the number of securitiesOrdinary Shares, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Ordinary Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. Notwithstanding the foregoing, the duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date effective date of the Registration Statement pursuant to which the Offering is being made and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Samples: Purchase Warrant (Glucose Biosensor Systems (Greater China) Holdings, Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such personperson or issuable upon exercise of this Purchase Warrant. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Cerberus Cyber Sentinel Corp)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-3 related to a universal shelf offering for the benefit of the Company, Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth seventh anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-259408) covering the Registrable Securities remains effective at such time.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities Ordinary Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Ordinary Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Ordinary Shares that the Company proposes to sell and (ii) second, the number of securitiesOrdinary Shares, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Ordinary Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth seventh (7th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. Notwithstanding the foregoing, the duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth third anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “”Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “”Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-266965) covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Innovation Beverage Group LTD)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4X-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth seventh anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever If at any time during the seven year period commencing on the Effective Date the Company proposes to register any securities file a registration statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders of the Company for their account (a “Piggyback Registration”or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5.1), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable, but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if y) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback Registrationnotice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) and all other Shares proposed days following receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything to a Piggy-Back Registration on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
Appears in 1 contract
Samples: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its Ordinary Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.13.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Ordinary Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Ordinary Shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesOrdinary Shares, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Ordinary Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 3.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Commencement Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement, as amended from time to time, covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities shares of its Common Stock under the Securities Act (other than (i) a registration effected solely statement to implement register shares under an employee benefit plan or to effect a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have Holder has (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is If, in connection with an underwritten offering and offering, the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated person as a primary underwritten offering on behalf compared to the total number of the Company, the Company shall select the investment banking firm or firms to act as shares the managing underwriter or underwriters shall permit to be included in such registration. In connection with any Piggyback Registration, Holder shall pay any and all underwriting commissions (if the offering is an underwritten offering) and the expenses of any legal counsel selected by Holder to represent it in connection with such offeringthe sale of the Registrable Securities. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Initial Exercise Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the piggyback registration right shall not exceed seven years from the Initial Exercise Date, in accordance with FINRA Rule 5110(g)(8)(D)).
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that it has determined in good faith that marketing factors require a limit on its opinion the number of securities shares of common stock proposed to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then shares of common stock request to be included in such Piggyback Registration owned by each such personperson or in such other manner as they may otherwise agree. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date effective date of the Registration Statement pursuant to which the Offering is being made and (ii) the date that Rule 144 would allow the Holder to can sell its Registrable Securities pursuant to Rule 144 during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have Holder has (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, but in no circumstances beyond seven (7) years from the commencement of sales of the public offering in which this Purchase Warrant relates to in compliance with FINRA Rule5110.05 and 5110(g)(8)(D).
Appears in 1 contract
Samples: Purchase Warrant Agreement (Green Circle Decarbonize Technology LTD)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-259468 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-262838 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities shares of its Common Stock under the Securities Act (other than (i) a registration effected solely statement to implement register shares under an employee benefit plan or to effect a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have Holder has (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is If, in connection with an underwritten offering and offering, the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated person as a primary underwritten offering on behalf compared to the total number of the Company, the Company shall select the investment banking firm or firms to act as shares the managing underwriter or underwriters shall permit to be included in such registration. In connection with any Piggyback Registration, Holder shall pay any and all underwriting commissions (if the offering is an underwritten offering) and the expenses of any legal counsel selected by Holder to represent it in connection with such offeringthe sale of the Registrable Securities. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date commencement of sales and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales, in accordance with FINRA Rule 5110(g)(8)(D).
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-258005 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the Effective Date.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Jupiter Wellness, Inc.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-265178 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Samples: Purchase Warrant Agreement (ParaZero Technologies Ltd.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, , the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth seventh anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-259278 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the Effective Date.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities Class A shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Class A shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares Class A shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Class A shares that the Company proposes to sell and (ii) second, the number of securitiesClass A shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Class A shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Boustead Wavefront Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-[●] covering the Registrable Securities remains effective at such time.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Jupiter Wellness, Inc.)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Common Shares, whenever the Company proposes to register any securities of its common shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Common Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Common Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities common shares to be included in such registration, including all Common Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares common shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities common shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiescommon shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities common shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-265900 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Clearmind Medicine Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth third anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-258139) covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the Effective Date.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Alset EHome International Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “"Piggyback Registration”"), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Unifoil Holdings, Inc.)
Grant of Right. Whenever If at any time during the first seven years following the Effective Date the Company proposes to register any securities file a Registration Statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders securityholders of the Company for their accounts (a “Piggyback Registration”or by the Company and by securityholders of the Company including, without limitation, pursuant to Section 5.2.1), other than a registration statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend reinvestment plan, then the Company shall (i) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if ii) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its reasonable best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything a Piggy-Back Registration to be included on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day period.of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration
Appears in 1 contract
Samples: Purchase Option Agreement (Apex Bioventures Acquisition Corp)
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-[●] covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of Common Stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period. The duration of the Piggyback Registration rights granted in this Section 4.1 shall not exceed more than seven (7) years from the Effective Date.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, but in no circumstances beyond seven (7) years from the commencement of sales of the public offering in which this Purchase Warrant relates to in compliance with FINRA Rule5110.05 and 5110(g)(8)(D).
Appears in 1 contract
Samples: Purchase Warrant Agreement (Green Circle Decarbonize Technology LTD)
Grant of Right. Whenever If at any time during the first seven years following the Effective Date the Company proposes to register any securities file a Registration Statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders securityholders of the Company for their accounts (a “Piggyback Registration”or by the Company and by securityholders of the Company including, without limitation, pursuant to Section 5.2.1), other than a registration statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend reinvestment plan, then the Company shall (i) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if ii) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything a Piggy-Back Registration to be included on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day period.of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration
Appears in 1 contract
Samples: Purchase Option Agreement (Advanced Technology Acquisition Corp.)
Grant of Right. Whenever If at any time during the first seven years following the Effective Date the Company proposes to register any securities file a Registration Statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders securityholders of the Company for their accounts (a “Piggyback Registration”or by the Company and by securityholders of the Company including, without limitation, pursuant to Section 5.2.1), other than a registration statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend reinvestment plan, then the Company shall (i) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if ii) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its reasonable best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything a Piggy-Back Registration to be included on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
Appears in 1 contract
Samples: Purchase Option Agreement (Apex Bioventures Acquisition Corp)
Grant of Right. Whenever In the event that there is not an qualified offering statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register or qualify any securities of its shares of Common Stock under the Act after the date hereof (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration or offering statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, or (iii) Offering Statement (No. __________), whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback RegistrationOffering”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statementor offering statement ) to the Holder of the Company’s intention to effect such a registration or qualification and, subject to the remaining provisions of this Section 4.1, shall include in such registration or qualification such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that Holder and any other holder of this duly transferred Purchase Warrant pursuant to Section 3 or other holders of interests in or represented by this Purchase Warrant as otherwise permitted by this Purchase Warrant (collectively, the Holders “Holders”) have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registrationregistration or qualification. If a Piggyback Registration Offering is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback RegistrationOffering) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration or qualification (i) first, the number of securities shares of Common Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration Offering is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities (assuming a cashless exercise of this Purchase Warrant) during any ninety (90) day period, and shall not be applicable so long as the Company’s Offering Statement on Form 1-A covering the Registrable Securities remains qualified at such time. The duration of the Piggyback Offering right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Autonomix Medical, Inc.)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, or (iii) the Company’s Registration Statement on Form S-1 (File No. 333-221648) first filed with the Commission on November 17, 2017), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of the Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that it has determined in good faith that marketing factors require a limit on its opinion the number of securities shares of common stock proposed to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then shares of common stock request to be included in such Piggyback Registration owned by each such personperson or in such other manner as they may otherwise agree. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date effective date of the Registration Statement pursuant to which the Offering is being made and (ii) the date that Rule 144 would allow the Holder to can sell its Registrable Securities pursuant to Rule 144 during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of Common Ctock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever If at any time during the seven year period commencing on the Effective Date the Company proposes to register any securities file a registration statement under the Act (other than (i) a registration effected solely with respect to implement an employee benefit plan or a transaction to which Rule 145 offering of the Act is applicableequity securities, or (ii) a registration statement on Form S-4securities or other obligations exercisable or exchangeable for, S-8 or any successor form thereto or another form not available for registering convertible into, equity securities, by the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether Company for its own account or for the account of one or more stockholders of the Company for their account (a “Piggyback Registration”or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5.1), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give prompt written notice (of such proposed filing to the holders of Registrable Securities as soon as practicable but in any no event no later less than ten (10) Business Days prior to days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (if y) offer to the Holder has elected to include such Shares holders of Registrable Securities in such Piggyback notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration) and all other Shares proposed ”). The Company shall cause such Registrable Securities to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in connection with such offering. Notwithstanding anything to a Piggy-Back Registration on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 shall terminate on permit the earlier sale or other disposition of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its such Registrable Securities during any ninety (90in accordance with the intended method(s) day periodof distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.
Appears in 1 contract
Samples: Purchase Option Agreement (China Fundamental Acquisition Corp)
Grant of Right. Whenever In the event that there is not an qualified offering statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register or qualify any securities of its shares of Preferred Stock under the Act after the date hereof (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration or offering statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, or (iii) Offering Statement (No. 024-12386), whether for its own account or for the account of one or more stockholders shareholders of the Company (a “"Piggyback Registration”Offering"), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statementor offering statement ) to the Holder of the Company’s 's intention to effect such a registration or qualification and, subject to the remaining provisions of this Section 4.1, shall include in such registration or qualification such number of Shares underlying this Purchase Warrant (the “"Registrable Securities”") that Holder and any other holder of this duly transferred Purchase Warrant pursuant to Section 3 or other holders of interests in or represented by this Purchase Warrant as otherwise permitted by this Purchase Warrant (collectively, the Holders "Holders") have (within ten (10) Business Days of the respective Holder’s 's receipt of such notice) requested in writing (including such number) to be included within such registrationregistration or qualification. If a Piggyback Registration Offering is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Preferred Stock to be included in such registrationregistration of qualification, including all of the Shares issuable upon exercise of this Purchase Warrant (if the Holder Xxxxxx has elected to include such Shares shares in such Piggyback RegistrationOffering) and all other Shares shares of Preferred Stock proposed to be included in such underwritten offering, the Company shall include in such registration or qualification (i) first, the number of securities shares of Preferred Stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of Preferred Stock, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Preferred Stock then owned by each such person. If any Piggyback Registration Offering is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities (assuming a cashless exercise of this Purchase Warrant) during any ninety (90) day period, and shall not be applicable so long as the Company's Offering Statement on Form 1-A covering the Registrable Securities remains qualified at such time. The duration of the Piggyback Offering right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Samples: Purchase Warrant Agreement (IntelGenx Technologies Corp.)
Grant of Right. Whenever the Company proposes to register any securities shares of Common Stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of Common Stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of Common Stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of Common Stock that the Company proposes to sell and (ii) second, the number of securitiesshares of Common Stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of Common Stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4X-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-262838 covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
Appears in 1 contract
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4S-0, S-8 X-0 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “all Registrable Securities”) Securities that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company in writing that it has determined in good faith that marketing factors require a limit on its opinion the number of securities shares of common stock proposed to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then shares of common stock request to be included in such Piggyback Registration owned by each such personperson or in such other manner as they may otherwise agree. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) effective date of the date that Rule 144 would allow Registration Statement pursuant to which the Holder to sell its Registrable Securities during any ninety (90) day periodOffering is being made.
Appears in 1 contract
Samples: Placement Agent Warrant Agreement (InspireMD, Inc.)
Grant of Right. Whenever the Company proposes to register any securities Ordinary Shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”)), the Company shall give prompt written notice (in any event no later than ten (10) Business Days business days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days business days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Ordinary Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Ordinary Shares that the Company proposes to sell and (ii) second, the number of securitiesOrdinary Shares, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Ordinary Shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth (5th) anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period.
Appears in 1 contract
Grant of Right. Whenever To the extent the Company proposes to register any securities under does not maintain an effective registration statement for the Act shares underlying the Purchase Warrants (the “Warrant Shares”) and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of common stock (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4S-4 or S-8, S-8 or any successor form thereto on another form, or in another form not available context, in which such “piggyback” registration would be inappropriate), then, for registering a period commencing on the Shares issuable upon exercise Initial Exercise Date and terminating on the seventh (7th) anniversary of this Purchase Warrant for sale the Exercise Date, the Company shall give written notice of such proposed filing to the publicHolder(s) as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, whether for its own account or for which notice shall describe the account amount and type of one or more stockholders securities to be included in such offering, the intended method(s) of distribution, and the name of the Company proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder(s) in such notice the opportunity to register the sale of such number of Warrant Shares as such Holder(s) may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”), the . The Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of cause such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Warrant Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected registration and shall use its best efforts to include such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in connection with such offering. Notwithstanding anything to a Piggyback Registration on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall terminate on enter into an underwriting agreement in customary form with the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day periodunderwriter or underwriters selected for such Piggyback Registration.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Shares, whenever the Company proposes to register any securities of its ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4F-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities ordinary shares that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesordinary shares, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-269175) covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the Offering.
Appears in 1 contract
Grant of Right. Whenever If at any time during a period of seven (7) years commencing on the Company proposes to register any securities under the Act (other than (i) a Effective Date when there is not an effective registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 statement covering all of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”)Registrable Securities, the Company shall give prompt written notice (in determine to prepare and file with the SEC a registration statement relating to an offering under the Act of any event no later of its securities, other than ten (10) Business Days prior pursuant to SEC Form S-4 or S-8 or any equivalent form, the filing Company, upon the request of any Holder, as described below, shall cause the registration under the Act of the Registrable Securities as part of any such registration statement) to statement filed by the Holder Company; provided, however, that if, in the written opinion of the Company’s intention to effect 's managing underwriter or underwriters, if any, for such a registration andoffering, subject the inclusion of the Registrable Securities, when added to the remaining provisions securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of this Section 4.1the Company's securities (the "Maximum Number of Shares") which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company shall include in any such registration:
(i) If the registration such number is undertaken for the Company's account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares underlying this Purchase Warrant has not been reached under the foregoing clause (A), the “shares of Common Stock, if any, including the Registrable Securities”) that the Holders have , as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested pro rata in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on accordance with the number of securities shares of Common Stock which each such person has actually requested to be included in such registration, including all Shares issuable upon exercise regardless of this Purchase Warrant the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and
(if ii) If the Holder has elected registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable Securities pursuant to include written contractual arrangements with such Shares in such Piggyback Registration) and all other Shares proposed to be included in such underwritten offeringpersons, the Company shall include in such registration (iA) first, the number shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company proposes desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iiC) secondthird, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has been requested under this Section 5.2 (pro rata in accordance with the number of securitiesshares of Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder written contractual piggy-back registration rights which other shareholders desire to sell its Registrable Securities during any ninety (90) day periodthat can be sold without exceeding the Maximum Number of Shares.
Appears in 1 contract
Samples: Purchase Option Agreement (China Energy & Resources LTD)
Grant of Right. Whenever To the extent the Company proposes to register any securities under does not maintain an effective registration statement for the Act shares underlying the Purchase Warrants (the “Warrant Shares”) and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of common stock (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4S-4 or S-8, S-8 or any successor form thereto on another form, or in another form not available context, in which such “piggyback” registration would be inappropriate), then, for registering a period commencing on the Shares issuable upon exercise of this Purchase Warrant for sale to Initial Exercise Date and terminating on the public, whether for its own account or for the account of one or more stockholders seventh (7th) anniversary of the Company (a “Piggyback Registration”)Exercise Date, the Company shall give prompt written notice (of such proposed filing to the Holder(s) as soon as practicable but in any no event no later less than ten (10) Business Days prior to business days before the anticipated filing of such registration statement) to date, which notice shall describe the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering amount and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number type of securities to be included in such registrationoffering, including all Shares issuable upon exercise the intended method(s) of this Purchase Warrant (distribution, and the name of the proposed managing underwriter or underwriters, if any, of the Holder has elected offering, and offer to include such Shares the Holder(s) in such notice the opportunity to register the sale of such number of Warrant Shares as such Holder(s) may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration) and all other ” ). The Company shall cause such Warrant Shares proposed to be included in such underwritten offering, the Company registration and shall include in such registration (i) first, the number of securities that the Company proposes use its best efforts to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in connection with such offering. Notwithstanding anything to a Piggyback Registration on the contrary, the obligations same terms and conditions as any similar securities of the Company pursuant and to this Section 4.1 permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall terminate on enter into an underwriting agreement in customary form with the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day periodunderwriter or underwriters selected for such Piggyback Registration.
Appears in 1 contract
Grant of Right. Whenever In the event that there is not an effective registration statement covering the Purchase Warrant or the underlying Common Stock, whenever the Company proposes to register any securities of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares shares of Common Stock issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares shares of Common Stock underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares shares of Common Stock issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to issue and sell pursuant to such underwritten offering and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-265400), as amended from time to time, covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the commencement of sales of the public offering.
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Grant of Right. Whenever Within two (2) years from the Effective Date, whenever the Company proposes to register any securities of its Class A ordinary shares under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 F-4, S-8, F-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public), whether for its own account or for the account of one or more stockholders shareholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders Holder have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities Class A ordinary shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares Class A ordinary shares proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities Class A ordinary shares that the Company proposes to sell and (ii) second, the number of securitiesClass A ordinary shares, if any, requested to be included therein by selling stockholders shareholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities Class A ordinary shares then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form F-1 (No. 333-[ ]) covering the Registrable Securities remains effective at such time.
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Samples: Purchase Warrant Agreement (Jayud Global Logistics LTD)
Grant of Right. Whenever the Company proposes to register any securities shares of its common stock under the Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of securities shares of common stock to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such Shares shares in such Piggyback Registration) and all other Shares shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities shares of common stock that the Company proposes to sell and (ii) second, the number of securitiesshares of common stock, if any, requested to be included therein by selling stockholders (including the Holder) allocated pro rata among all such persons on the basis of the number of securities shares of common stock then owned by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth third anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90) day period, and shall not be applicable so long as the Company’s Registration Statement on Form S-1 (No. 333-[●] covering the Registrable Securities remains effective at such time. The duration of the piggyback registration right shall not exceed seven years from the Effective Date.
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Samples: Purchase Warrant Agreement (Alset EHome International Inc.)