Common use of No Piggyback on Registrations; Prohibition on Filing Other Registration Statements Clause in Contracts

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 12 contracts

Samples: Registration Rights Agreement (Marizyme, Inc.), Registration Rights Agreement (Marizyme, Inc.), Registration Rights Agreement (Marizyme, Inc.)

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No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 12 contracts

Samples: Registration Rights Agreement (NeuroBo Pharmaceuticals, Inc.), Registration Rights Agreement (Bio-Path Holdings, Inc.), Registration Rights Agreement (T2 Biosystems, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 8 contracts

Samples: Registration Rights Agreement (Actelis Networks Inc), Registration Rights Agreement (Motus GI Holdings, Inc.), Registration Rights Agreement (Salarius Pharmaceuticals, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Palisade Bio, Inc.), Registration Rights Agreement (Grom Social Enterprises, Inc.), Registration Rights Agreement (Toughbuilt Industries, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (statements, other than any registration statement on Form S-1 S-4 or Form S-3 for an underwritten public offering of any of S-8 (each as promulgated under the Company’s securities (an “Underwritten Offering”)Securities Act) or their equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b8(b) shall not prohibit the Company from filing supplements or amendments to registration statements filed prior to the date of this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Alphatec Holdings, Inc.), Registration Rights Agreement (Alphatec Holdings, Inc.), Registration Rights Agreement (Alphatec Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for the ADSs issuable upon exercise of the warrants to be issued to the Placement Agent in the transactions contemplated by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from (i) filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements and (ii) filing a registration statement on Form S-8 with respect to equity compensation plans.

Appears in 3 contracts

Samples: Form of Registration Rights Agreement (Biodexa Pharmaceuticals PLC), Registration Rights Agreement (Midatech Pharma PLC), Registration Rights Agreement (Midatech Pharma PLC)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 3 contracts

Samples: Registration Rights Agreement (My Size, Inc.), Registration Rights Agreement (MMEX Resources Corp), Registration Rights Agreement (My Size, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for Seaside 88, LP and its brokers under the terms of its Securities Purchase Agreement with the Company as disclosed in the Company’s Disclosure Schedule, and Sterling Group and Coach Capital LLC, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Visualant Inc), Registration Rights Agreement (Visualant Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for the Registrable Securities and up to 135,501 shares of Common Stock held by consultants to the Company who have existing registration rights with respect to such shares, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesStatements. The Company shall not file any other registration statements (statements, other than any registration statement on Form S-1 Forms S-4 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) S-8 or their then equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b10(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Transphorm, Inc.), Registration Rights Agreement (Transphorm, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto and for securities issued pursuant to clause (g) of the definition of Exempt Issuance in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lightpath Technologies Inc), Registration Rights Agreement (Lightpath Technologies Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto and in connection with transactions contemplated by clause (d) under the definition of Exempt Issuance set forth in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (UFood Restaurant Group, Inc.), Registration Rights Agreement (UFood Restaurant Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto and in connection with transactions contemplated by clauses (d) or (g) under Exempt Issuance in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.this

Appears in 2 contracts

Samples: Registration Rights Agreement (Lightpath Technologies Inc), Registration Rights Agreement (Lightpath Technologies Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Unless otherwise consented to in writing by the Holders of 51% or more of the then outstanding Registrable Securities, (x) neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The , and (y) the Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement or a Registration Statement on Form S-8 relating to any stock option or similar plan.

Appears in 2 contracts

Samples: Registration Rights Agreement (Duos Technologies Group, Inc.), Form of Registration Rights Agreement (Duos Technologies Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until thirty (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of 30) calendar days after the Company’s securities (an “Underwritten Offering”)) until date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementRegistration Statements on Form S-8.

Appears in 1 contract

Samples: Registration Rights Agreement (Phio Pharmaceuticals Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Except with respect to any registration statement containing the Proxy Statement, the Company shall not file any other registration statements (statements, other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) S-8, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital World Acquisition Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Blue Water Vaccines Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (MassRoots, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any a registration statement on Form S-1 S-4 or Form S-3 for an underwritten public offering of any of S-8 (each as promulgated under the Company’s securities (an “Underwritten Offering”)Securities Act) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Genprex, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities, except that, subject to Section 2(c), the Company may at its discretion include up to 357,996 shares of Common Stock underlying warrants issued to HCW. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Tenax Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither The shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Blue Water Vaccines Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any) and as disclosed in Schedule 3.1(v) to the Disclosure Schedules of the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Inhibikase Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders Holder in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any a registration statement on Form S-1 or Form S-3 for an underwritten public offering of S-8 and any of the Company’s securities (an “Underwritten Offering”)required post effective amendments to existing effective registration statements) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Dermata Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for shares of Preferred Stock and shares of Common Stock underlying such shares of Preferred Stock issued in Subsequent Closings, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Air Industries Group)

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No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for securities issuable in connection with clause (d) of the definition of Exempt Issuance in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements or from filing a registration statement on Form S-4 or Form S-8.

Appears in 1 contract

Samples: Registration Rights Agreement (Aterian, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesInstruments. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities Instruments are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (SOBR Safe, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Except with respect to any securities to be registered on Forms X-0, X-0 or equivalent or successor forms, the Company shall not file any other registration statements until either (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)i) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, or (ii) the Registrable Securities cease to be Registrable Securities, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Intellipharmaceutics International Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement agent in the transactions contemplated in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) 6.2 shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (NextPlat Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than Investors pursuant to that certain Registration Rights Agreement, dated March 22, 2023 (the Holders in such capacity pursuant hereto“Prior Agreement”)) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesSecurities until such time as the Registrable Securities have all been registered pursuant to this Agreement. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Harpoon Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant heretohereto and the Placement Agent with respect to the Common Shares underlying the warrants issued to the Placement Agent) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other public registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from (i) filing amendments or supplements to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements and (ii) filing a registration statement on Form S-8.

Appears in 1 contract

Samples: Registration Rights Agreement (Avinger Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any during the prohibition period set forth in Section 4.11(a) of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the CommissionPurchase Agreement, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Brands Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto and in connection with transactions contemplated by clause (g) under Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any the Initial Registration Statements Statement other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any until all of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities Initial Shares are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Lightpath Technologies Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the Warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Reliance Global Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for the Ordinary Shares issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any) and, except as otherwise disclosed in the SEC Reports, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (MediWound Ltd.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the AIOs issued to the Placement Agent in the transactions contemplated by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Scopus BioPharma Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (statements, other than any registration statement a Registration Statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) S-8, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (NeuBase Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Except for F3 Capital pursuant to the registration rights agreement dated June 12, 2008, by and between the Company and F3 Capital (“F3 Capital Registration Rights Agreement”), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 S-8 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)S 4) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Vantage Drilling CO)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither Other than securities issued to the Placement Agent as compensation in connection with the transactions contemplated under the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than any registration statement on Form S-1 or Form S-3 for an underwritten public offering of any of the Company’s securities (an “Underwritten Offering”)) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this AgreementAgreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Adomani, Inc.)

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