No Piggyback on Registrations. Except as set forth on Schedule 7(b) attached hereto or as otherwise agreed in writing by the Holders, 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 a Registration Statement other than the Registrable Securities and the Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Iridex Corp), Investment Agreement (Iridex Corp), Registration Rights Agreement (Iridex Corp)
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed in writing by the Holdershereto, 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 a the initial Registration Statement other than the Registrable Securities and Securities. Other than the registration statement required pursuant to the Purchasers' Registration Rights Agreement, the Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the Commission, 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 Agreementalready filed.
Appears in 3 contracts
Samples: Registration Rights Agreement (Stackpole David Andrew), Securities Purchase Agreement (Harvey Electronics Inc), Registration Rights Agreement (Harvey Electronics Inc)
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed in writing by the Holders, (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 a the initial Registration Statement other than the Registrable Securities and (ii) no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the Commission, 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 Agreementalready filed.
Appears in 3 contracts
Samples: Registration Rights Agreement (Fellows Energy LTD), Registration Rights Agreement (Fellows Energy LTD), Registration Rights Agreement (Fellows Energy LTD)
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed in writing connection with issuances contemplated by clause (e) under the Holdersdefinition 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 a the initial Registration Statement other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the Commission, 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Southwest Casino Corp), Registration Rights Agreement (Southwest Casino Corp)
No Piggyback on Registrations. Except Other than as set forth on Schedule 7(b) attached hereto or as otherwise agreed in writing by the Holders6(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 a the initial Registration Statement other than the Registrable Securities. Other than as set forth on Schedule 6(b), no Person has any right to cause the Company to effect the registration under the Securities and Act of any securities of the Company. Other than to register the shares of the Company’s common stock set forth on Schedule 6(b), the Company shall not during the Effectiveness Period file any other registration statements, other than registration statements on Form S-8, until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the CommissionCommission or such shares may be sold pursuant to Rule 144 without volume restrictions, 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 Agreementalready filed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Emagin Corp), Registration Rights Agreement (Emagin Corp)
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed in writing by the Holdershereto, 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 a the Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, 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. There are no currently outstanding Registration Statements filed by the Company prior to the date of this Agreement.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed and in writing connection with transactions contemplated by the Holdersclause (f) 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 a any Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, 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.
Appears in 1 contract
Samples: Registration Rights Agreement (PetroHunter Energy Corp)
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) (which includes the securities issued upon the conversion of currently outstanding convertible debentures) attached hereto or as otherwise agreed in writing by the Holdershereto, 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 a any Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, 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.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b) attached hereto or as otherwise agreed in writing by the Holders, 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 a the Registration Statement Statement(s) other than the Registrable Securities and shares of common stock issued to Holders in lieu of liquidated damages resulting from the Company’s private placement completed on April 3, 2006. The Company shall not during the Effectiveness Period file any other registration statements (other than on Form S-4 or Form S-8) until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the Commission, 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Cougar Biotechnology, Inc.)
No Piggyback on Registrations. Except as set forth on Schedule 7(b10(b) attached hereto or as otherwise agreed in writing by the HoldersInvestor, 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 a Registration Statement other than the Registrable Securities Securities, and the Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 7(b10(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b) attached hereto or as otherwise agreed in writing by the Holders7(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 a the Registration Statement other than the Registrable Securities Securities. Each Purchaser acknowledges and agrees that the Company may, in its sole discretion, file one registration statement to fulfill its obligations to the Purchaser hereunder. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the Commission, provided that this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreementalready filed.
Appears in 1 contract
Samples: Registration Rights Agreement (New Century Companies Inc)
No Piggyback on Registrations. Except as set forth on Schedule 7(b10(b) attached hereto or as otherwise agreed in writing by the HoldersInvestor, 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 a Registration Statement other than the Registrable Securities and Warrants, and the Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities and, in the event a Warrant Registration Statement is required to be filed pursuant to Section 10(e)(2), all Warrants, are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 7(b10(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed [and in writing connection with transactions contemplated by the Holdersclause (d) 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 a any Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, 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.
Appears in 1 contract
Samples: Registration Rights Agreement (China North East Petroleum Holdings LTD)
No Piggyback on Registrations. Except as set forth on Schedule 7(b) attached hereto or as otherwise agreed in writing by the Holders, 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 a the initial Registration Statement other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any registration statement which include Piggyback Shares or any other registration statements until all Registrable Securities are registered pursuant to a (i) the initial Registration Statement that required hereunder is declared effective by the Commission and (ii) the additional Registration Statements required under Section 3(c) are declared effective by the Commission, 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 Agreementalready filed.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed [and in writing connection with transactions contemplated by the Holdersclause (d) 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 a any Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a the Initial Registration Statement that is declared effective by the Commission, 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.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed in writing by the Holdershereto, 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 a the Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 7(b6(b) shall not prohibit the Company from filing (i) amendments to registration statements filed prior to the date of this AgreementAgreement or (ii) registration statements set forth on Schedule 6(b) attached hereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ecosphere Technologies Inc)
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed in writing by the Holdershereto, 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 a the Registration Statement Statements other than the Registrable Securities and Securities. Other than a registration statement to be filed in connection with the December Debenture Transaction, the Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, 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.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on and to the extent specified in Schedule 7(b) attached hereto or as otherwise agreed in writing by the Holders6(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 a Registration Statement other than the Registrable Securities Securities, and the Company shall not during the Effectiveness Period enter into any agreement providing any such right to any of its security holders. The Company may not file any other registration statements statement following the Effective Time of the Merger (other than on Form S-8) until all Registrable Securities are registered pursuant to a after the fifteenth day following such date as the initial Registration Statement that is declared effective by required to be filed in accordance with Section 2(a) has been filed with the Commission, provided that this Section 7(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.
Appears in 1 contract
No Piggyback on Registrations. Except as set forth on Schedule 7(b6(b) attached hereto or as otherwise agreed and in writing connection with transactions contemplated by the Holdersclause (d) 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 a any Registration Statement Statements other than the Registrable Securities and the Securities. The Company shall not during the Effectiveness Period file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Reflect Scientific Inc)