Common use of Grant of Right Clause in Contracts

Grant of Right. 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 F-4, 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 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 2 contracts

Samples: Pixie Dust Technologies, Inc., Pixie Dust Technologies, Inc.

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Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Cadrenal Therapeutics, Inc., Cadrenal Therapeutics, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Common Stock Purchase Warrant (HF Enterprises Inc.), Common Stock Purchase Warrant (HF Enterprises Inc.)

Grant of Right. To If at any time during the extent first seven years following the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities or other obligations exercisable or exchangeable for, F-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 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: Advanced Technology Acquisition Corp., Advanced Technology Acquisition Corp.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Shuttle Pharmaceuticals Holdings, Inc., Sidus Space Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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: Bruush Oral Care Inc., Bruush Oral Care Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 “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: Sigma Labs, Inc., Sigma Labs, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 “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: Common Stock Purchase Warrant (PARETEUM Corp), Predictive Oncology Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the SharesPurchase 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 F-4S-4, F-8 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 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 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: Curative Biotechnology Inc, Curative Biotechnology Inc

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4X-0, F-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 (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.), Underwriting Agreement (Asset Entities Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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-3 (No. 333-269644), 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 2 contracts

Samples: Volcon, Inc., Volcon, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Alset EHome International Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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. 333-264073) 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: Elate Group, Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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. 333-264277 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: Singing Machine Co Inc

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Cerberus Cyber Sentinel Corp

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 (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

Samples: Underwriting Agreement (Reticulate Micro, Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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-[•]), 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

Samples: Interactive Strength, Inc.

Grant of Right. To Within two (2) years from the extent the Company does not maintain an effective registration statement for the SharesEffective 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, 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 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 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.

Appears in 1 contract

Samples: Jayud Global Logistics LTD

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the SharesPurchase 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 F-4S-4, F-8 S-8 or any successor form thereto or another form not available for registering the Shares 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 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 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”) 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 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-[__] 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: Felicitex Therapeutics Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Youxin Technology LTD

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4X-0, F-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 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

Samples: Underwriting Agreement (Hempacco Co., Inc.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Neurmedix, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Common Stock Purchase Warrant (Glucose Biosensor Systems (Greater China) Holdings, Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the underlying Shares, 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 F-4S-4, F-8 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 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-[●] 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: Lafayette Energy Corp.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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. 333-262167), 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

Samples: Infinite Group Inc

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Common Stock Purchase Warrant (Biocept Inc)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Common Stock Purchase Warrant (Alset EHome International Inc.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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 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: Green Circle Decarbonize Technology LTD

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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-[__]) 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: JP Outfitters, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-0, F-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 “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: Agent Warrant Agreement (InspireMD, Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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 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: Clearmind Medicine Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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

Samples: Maris Tech Ltd.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Common Stock Purchase Warrant (Mangoceuticals, Inc.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the shares underlying the Purchase Warrants (the “Warrant Shares, whenever ”) and in the further event that the Company proposes to register any securities under files a registration statement with the Act 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 F-4S-4 or S-8, F-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

Samples: Underwriting Agreement (FOTV Media Networks Inc.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 (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

Samples: Underwriting Agreement (OS Therapies Inc)

Grant of Right. To If at any time during the extent first seven years following the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities or other obligations exercisable or exchangeable for, F-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 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: Apex Bioventures Acquisition Corp

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Common Stock Purchase Warrant (Jupiter Wellness, Inc.)

Grant of Right. To If at any time during the extent first seven years following the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities or other obligations exercisable or exchangeable for, F-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 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: Apex Bioventures Acquisition Corp

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the SharesPurchase 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 F-4X-0, F-8 X-0 or any successor form thereto or another form not available for registering the Shares 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 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 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”) 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 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-[__] 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: Underwriting Agreement (Felicitex Therapeutics Inc.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Cyngn, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Sidus Space Inc.

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Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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

Samples: Wearable Devices Ltd.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Common Stock Purchase Warrant (Volcon, Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4, F-8 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 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

Samples: Fd Technology Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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 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

Samples: OS Therapies Inc

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4X-0, F-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 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

Samples: Underwriting Agreement (Wearable Devices Ltd.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the shares underlying the Purchase Warrants (the “Warrant Shares, whenever ”) and in the further event that the Company proposes to register any securities under files a registration statement with the Act 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 F-4S-4 or S-8, F-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 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

Samples: Underwriting Agreement (FOTV Media Networks Inc.)

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the SharesPurchase 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 F-4S-4, F-8 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 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 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.

Appears in 1 contract

Samples: BioLife4D Corp

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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-[●]), 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

Samples: Hanryu Holdings, Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Green Circle Decarbonize Technology LTD

Grant of Right. To If at any time during the extent first seven years following the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities exercisable or exchangeable for, F-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 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: Converted Organics Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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

Samples: Rail Vision Ltd.

Grant of Right. To If at any time during the extent seven year period commencing on the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities or other obligations exercisable or exchangeable for, F-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 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: Vector Intersect Security Acquisition Corp.

Grant of Right. To In the extent event that there is not an qualified offering statement covering the Company does not maintain an effective registration statement for 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 F-4S-4, F-8 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 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 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: Common Stock Purchase Warrant (Autonomix Medical, Inc.)

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-3 related to a universal shelf offering for the benefit of the Company, F-8 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 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

Samples: Common Stock Purchase Warrant (Cingulate Inc.)

Grant of Right. To If at any time during the extent seven year period commencing on the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities or other obligations exercisable or exchangeable for, F-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 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: China Fundamental Acquisition Corp

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Unifoil Holdings, Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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 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

Samples: OS Therapies Inc

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Common Stock Purchase Warrant (Jupiter Wellness, Inc.)

Grant of Right. To If at any time during the extent first seven years following the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4securities or other obligations exercisable or exchangeable for, F-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 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: Advanced Technology Acquisition Corp.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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: Boustead Wavefront Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for covering the Purchase Warrant or the underlying Shares, 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 F-4S-4, F-8 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 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 1 contract

Samples: Sharps Technology Inc.

Grant of Right. To the extent the Company does not maintain an effective registration statement for the Shares, whenever 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 F-4S-4, F-8 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 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

Samples: Common Stock Purchase Warrant (Hempacco Co., Inc.)

Grant of Right. To In the extent event that there is not a qualified offering statement covering the Company does not maintain an effective registration statement for 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 statement relating to the Company’s initial public offering, or (iii) a registration or offering statement on Form F-4S-4, F-8 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 public (a “Piggyback RegistrationOffering”), 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 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 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: Mivium, Inc.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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: ParaZero Technologies Ltd.

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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

Samples: Jeffs' Brands LTD

Grant of Right. To In the extent the Company does event that there is not maintain an effective registration statement for 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 F-4S-4, F-8 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 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: Innovation Beverage Group LTD

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