No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing such Registration Statement with the Commission.
No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.
No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or 2(d) without the prior written consent of the Investor. Subject to the proviso in Section 2(e), in connection with any offering involving an underwriting of shares, the Company shall not be required under this Section 2 or otherwise to include the Registrable Securities of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company.
No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or 2(d) without the prior written consent of the Investor. Subject to the proviso in Section 2(e), in connection with any offering contemplated by Section 2(e) involving an underwriting of shares, the Company shall not be required under this Section 2 or otherwise to include the Registrable Securities of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company. If, in connection with any offering contemplated by Section 2(e) involving an underwriting of shares, the managing underwriters advise the Company and the Investors that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company will include in such registration (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold without adverse effect, and (iii) third, other securities requested to be included in such registration which in the opinion of such underwriters can be sold without adverse effect, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder.
No Inclusion of Other Securities. The Company shall in no event include any securities other than such securities described on Schedule 3(i) attached hereto (the “Additional Shares”) and Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders; provided, that if the SEC shall require the Company (or a reduction is otherwise necessary to prevent one or more Investors being named as an underwriter therein) to reduce the aggregate number of shares of Common Stock registered on any Registration Statement that includes both Registrable Securities and Additional Shares, all of the Additional Shares shall be excluded before any of the aggregate number of Registrable Securities to be registered on such Registration Statement shall be reduced. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.
No Inclusion of Other Securities. In no event shall the Company include any securities other than Underlying Shares on any Registration Statement filed pursuant to Section 6.01(a) of this Agreement without the prior written consent of the Investor.
No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement pursuant to this Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) and Stockholder Approval (as defined in the Warrant Exercise Agreement) has been obtained or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure) and Stockholder Approval (as defined in the Warrant Exercise Agreement) has been obtained, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Warrant Exercise Agreement.
No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement pursuant to this Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement. Notwithstanding anything contained in this Section 2(i), the Comapany may include any securities issued in accordance with the offering contemplated in Section 7(a)(xv) of the Stock Purchase Agreement on any Registration Statement filed in accordance herewith provided, that the terms of such offering are not amended, modified or changed on or after the date hereof..
No Inclusion of Other Securities. Except for the Placement Agent Securities, the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith (other than a Piggyback Registration pursuant to Section 2(g)) without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), without the prior written consent of the Required Holders, the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.
No Inclusion of Other Securities. Except for the securities set forth on Schedule 2(i) (which, for the avoidance of doubt, in the event of the SEC requires a reduction of the aggregate number of shares of Common Stock to be registered on a Registration Statement, shall be reduced in full prior to any reduction of the aggregate number of Registrable Securities to be included on such Registration Statement), the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.
