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. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities, 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 registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as required by the agreement set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities6(i), 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 as may be required pursuant to existing registration rights granted by the Company pursuant to that certain Registration Agreement by and among the Company, Marley Beverage Company, LLC and the Initial Holders, signatory thereto, dated as of June 13, 2017, the Company shall not file any other registration statements (other than registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date Commission, provided that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b6(b), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any and (ii) shall not prohibit the Company from filing a registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities of the Company pursuant to any such shelf registration statement filed by the Company prior to the effective date of this Agreement, provided the Registration Statement required hereunder that any such filing is in accordance with the terms and restrictions includes all of the Purchase AgreementRegistrable Securities.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except and to the extent specified in the Disclosure Letter (as set forth on Schedule 7(bdefined in the Purchase Agreement) attached hereto or with to the consent of the majority of the Holders of Registrable SecuritiesPurchase 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 a Registration Statements Statement other than the Registrable SecuritiesSecurities and the Company shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders. The Company shall not file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any other registration statements (of its equity securities other than a registration statements statement on Form S-8 or, in connection with an acquisition, on Form S-4) S-4 until the earlier of (i) the date that all Registrable Securities are registered pursuant to a is thirty (30) days after the Initial Registration Statement that or New Registration Statement, as the case may be, is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144 and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144. Notwithstanding For the foregoingavoidance of doubt, this Section 7(b) the Company shall not prohibit be prohibited from preparing and filing with the Commission a registration statement relating to an offering of Common Stock by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such stockholder or from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities, neither 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 a Registration Statements Statement other than the Registrable SecuritiesSecurities and the Company shall not prior to the effective date of the Registration Statement enter into any agreement providing any such right to any of its security holders. The Company shall not file with the Commission a registration statement relating to an offering for its own account under the 1933 Act of any other registration statements (of its equity securities other than a registration statements statement on Form S-8 or, in connection with an acquisition, on Form S-4) S-4 until the earlier of (i) the date that all Registrable Securities are registered pursuant to a is 60 days after the Registration Statement that is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144 and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144. Notwithstanding For the foregoingavoidance of doubt, this Section 7(b) the Company shall not prohibit be prohibited from preparing and filing with the Commission a registration statement relating to an offering of Common Stock by existing stockholders of the Company under the 1933 Act pursuant to the terms of registration rights held by such stockholder or from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities, 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 as set forth on Schedule 7(b) attached hereto, the Company shall not file any other registration statements (other than registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates Holders that are not Affiliates of the Company without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with Neither the Company (without the prior written consent of the a majority of the Holders of Registrable Securities, neither the Company Holders) 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 for the Registration Statements contemplated by this Agreement, the Company shall not file any other registration statements (other than registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date Commission, provided that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b6(b) shall not prohibit the Company from (i) filing registration statements pursuant to its obligations under the existing registration rights agreements to which the Company is a party as of the date hereof, which agreements have been filed with the Commission or (ii) filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior so long as such amendments to the date of this Agreement, provided that registration statements (A) only register new securities to satisfy the Company’s anti-dilution obligations with respect to currently issued and outstanding Company securities or (B) do not register new securities on any such filing is in accordance with the terms and restrictions of existing registration statements or any Registration Statements contemplated by the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with and to the consent of extent specified in the majority of disclosure schedules to the Holders of Registrable SecuritiesBackstop Agreement, neither the Company nor any of its security holders securityholders (other than the Holders in such capacity pursuant hereto) may include previously issued and outstanding securities of the Company in any a Registration Statements Statement other than the Registrable SecuritiesSecurities and the Company shall not enter into any agreement providing any such right to any of its securityholders prior to the Effective Date. The Company shall not file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any other registration statements (of its equity securities other than a registration statements statement on Form S-8 or, in connection with an acquisition, on Form S-4) S-4 until the earlier of (i) the date that all Registrable is ninety (90) days after the Initial Registration Statement or New Registration Statement, as the case may be, is declared effective. For the avoidance of doubt, the Company shall not be prohibited from preparing and filing with the Commission a registration statement relating to an offering of Common Stock by existing stockholders of the Company under the Securities are registered Act pursuant to a Registration Statement that is declared effective the terms of registration rights held by the Commission such stockholders or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b6(b) attached hereto or with the consent of the majority of the Holders of Registrable Securitieshereto, 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 registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date Commission, provided that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities of the Company pursuant to any such shelf registration statement filed by the Company prior to the effective date of this Agreement, provided the Registration Statement required hereunder that includes all of the Registrable Securities and (iii) shall not prohibit the Company from filing a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to the equity securities to be issued solely in connection with any such filing is acquisition of any entity or business or equity securities issuable in accordance connection with the terms and restrictions of the Purchase AgreementCompany’s stock option or other employee benefit plans.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities6(b), 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 registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date that all Registrable Securities are become eligible for resale by non-affiliates without volume or manner of manner-of-sale restrictions pursuant to Rule 144 and (I) without current public information pursuant to Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144. Notwithstanding 144 as reasonably determined by counsel to the foregoingCompany (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise” as provided in Section 2(c) of each of the Warrants), upon the advice of counsel to the Company, provided that this Section 7(b6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to from filing any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreementstatements on Form S-8.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities, neither 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 registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date Commission; provided that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144. Notwithstanding the foregoing, this Section 7(b6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of and (ii) shall not prohibit the Company pursuant to any from filing a shelf registration statement filed on Form S-3 for a primary offering by the Company or a registration statements on Form S-8 (or its then equivalent form) in connection with any equity incentive plans of the Company; provided further, in each case, that no such filing shall be declared effective at any time prior to the date (x) that the Company has obtained Shareholder Approval (as defined in the Purchase Agreement) and (y) that is the 60th day after the earlier of (A) the time of the registration of all of the Registrable Securities pursuant to and in accordance with this Agreement, provided that any which registration statement remains in effect or (B) such filing is in accordance with the terms and restrictions time as all of the Purchase AgreementRegistrable Securities, if a registration statement is not available for the resale of all of the Registrable Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1).

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b6(b) attached hereto or with the consent of the majority of the Holders of Registrable Securitieshereto, 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 registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) until the earlier of (i) the date that all Registrable Securities are registered pursuant to a the initial Registration Statement that is declared effective by (provided that the Commission number of shares included on such Registration Statement are included pro-rata for all of the Holders) or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of manner-of-sale restrictions under without current public information pursuant to Rule 144. Notwithstanding 144 promulgated by the foregoingCommission pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders, provided that this Section 7(b6(b) shall not prohibit the Company from filing (x) amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any and (y) a registration statement for a registered direct offering of securities of Common Stock by the Company pursuant to any Company, provided such registration statement is not filed by the Company prior to the date of this Agreement, provided that any such filing the initial Registration Statement is in accordance first filed with the terms and restrictions of the Purchase AgreementCommission.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with and to the consent of extent specified in the majority of Disclosure Schedules to the Holders of Registrable SecuritiesPurchase 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 a Registration Statements Statement other than the Registrable SecuritiesSecurities and the Company shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders. The Company shall not file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any other registration statements (of its equity securities other than a registration statements statement on Form S-8 or, in connection with an acquisition, on Form S-4) S-4 until the earlier of (i) the date that all Registrable Securities are registered pursuant to a is thirty (30) days after the Initial Registration Statement that or New Registration Statement, as the case may be, is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144144 and without the requirement for the company to be in compliance with the current public information requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Notwithstanding For the foregoingavoidance of doubt, this Section 7(b) the Company shall not prohibit be prohibited from preparing and filing with the Commission a registration statement relating to an offering of Common Stock by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such stockholder or from filing amendments to registration statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities, neither 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 a Registration Statements Statement other than the Registrable SecuritiesSecurities and the Company shall not prior to the initial Effective Date of the Initial Registration Statement enter into any agreement providing any such right to any of its security holders. The Company shall not file with the Commission any other registration statements (other than registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) statement until the earlier of (i) the date that is ninety (90) days after the date all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144 and without the requirement for the company to be in compliance with the current public information requirements under Rule 144. Notwithstanding For the foregoingavoidance of doubt, this Section 7(b) the Company shall not prohibit the Company be prohibited from filing amendments to registration statements in connection with the evergreen requirements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 7(b) attached hereto or with the consent of the majority of the Holders of Registrable Securities, neither 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 a Registration Statements Statement other than the Registrable SecuritiesSecurities and the Company shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders. The Company shall not file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any other registration statements (of its equity securities other than registration statements on Form S-8 or, in connection with an acquisition, on Form S-4) a Special Registration Statement until the earlier of (i) the date that all Registrable Securities are registered pursuant to a the Initial Registration Statement that is declared effective by the Commission or (ii) the date that all Registrable Securities are eligible for resale by non-affiliates without volume or manner of sale restrictions under Rule 144 and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144. Notwithstanding For the foregoingavoidance of doubt, this Section 7(b) the Company shall not prohibit be prohibited from preparing and filing with the Commission a Registration Statement relating to an offering of Common Stock by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held by such stockholder or from filing amendments to registration statements Registration Statements filed prior to the date of this Agreement or prospectus supplements relating to any offering of securities of the Company pursuant to any registration statement filed by the Company prior to the date of this Agreement, provided that any such filing is in accordance with the terms and restrictions of the Purchase Agreement.