Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 10 contracts
Samples: Subscription Agreement (iTalk Inc.), Subscription Agreement (Brazil Interactive Media, Inc.), Subscription Agreement (MassRoots, Inc.)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Buyer upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering in respect of an offering of the Common Stock underlying the Debentures: Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement to be supplied by amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Buyer any such supplement or amendment to the related prospectus.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Adatom Com Inc), Securities Purchase Agreement (Diamond Entertainment Corp), Replacement Securities Purchase Agreement (Diamond Entertainment Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder Purchaser upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectus.
Appears in 6 contracts
Samples: Subscription Agreement (Jacobson Resonance Enterprises Inc), Virtra Systems Inc, Subscription Agreement (Flexxtech Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 6 contracts
Samples: Subscription Agreement (Virtra Systems Inc), Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Hyperdynamics Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering in respect of an offering of the Common Stock underlying the DebenturesPurchased Shares: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Purchased Shares for sale in any jurisdiction or the initiation or threatening notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's ’s reasonable determination that a post-effective amendment or supplement to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (B2Digital, Inc.), Common Stock Purchase Agreement (Data443 Risk Mitigation, Inc.), Common Stock Purchase Agreement (Datasea Inc.)
Notice of Certain Events Affecting Registration. The Company shall ------------------------------------------------ promptly notify Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 4 contracts
Samples: Subscription Agreement (Hyperdynamics Corp), Subscription Agreement (Securac Corp), Subscription Agreement (Locateplus Holdings Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement to be supplied by amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc), Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc), Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)
Notice of Certain Events Affecting Registration. The Company shall ------------------------------------------------ promptly notify Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 3 contracts
Samples: Subscription Agreement (Locateplus Holdings Corp), Subscription Agreement (Simplagene Usa Inc), Subscription Agreement (Walker Financial Corp)
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor ----------------------------- upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 3 contracts
Samples: Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder each of the Buyers upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering in respect of an offering of Registrable Securities (as defined in the Common Stock underlying the Debentures: Registration Rights Agreement): (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall will promptly make available to the Holder Buyers any such supplement or amendment to the related prospectus.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Starbase Corp), Securities Purchase Agreement (Starbase Corp), Securities Purchase Agreement (Xybernaut Corp)
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Make a Put. The Company shall promptly will immediately notify Holder the Investor upon - ------------------------ the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events.
Appears in 3 contracts
Samples: Credit Agreement (Worldwide Wireless Networks Inc), Credit Agreement (Worldwide Wireless Networks Inc), Credit Agreement (Worldwide Wireless Networks Inc)
Notice of Certain Events Affecting Registration. Suspension of -------------------------------------------------------------- Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon ------------------------ its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Roanoke Technology Corp), Equity Distribution Agreement (China World Trade Corp)
Notice of Certain Events Affecting Registration. The Company HouseHold shall promptly notify Holder Buyer upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it ti will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the CompanyHouseHold's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company HouseHold shall promptly make available to the Holder Buyer any such supplement or amendment to the related prospectus.
Appears in 2 contracts
Samples: Subscription Agreement (Household Direct Com Inc), Subscription Agreement (Household Direct Com Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 2 contracts
Samples: Escrow Agreement (Interiors Inc), Note Purchase Agreement (Interiors Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: relating to an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 2 contracts
Samples: Line of Credit Agreement (Cyco Net Inc), Line of Credit Agreement (Cyco Net Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall promptly will immediately make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 2 contracts
Samples: Subscription Agreement (Financial Intranet Inc/Ny), Subscription Agreement (Financial Intranet Inc/Ny)
Notice of Certain Events Affecting Registration. SUSPENSION OF RIGHT TO MAKE AN ADVANCE. The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the pendency of any of the foregoing events.
Appears in 2 contracts
Samples: Credit Agreement (Bsi2000 Inc), Equity Line of Credit Agreement (Bsi2000 Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: relating to an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) subject to the Registration Rights Agreement the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 2 contracts
Samples: Line of Credit Agreement (Tcpi Inc), Line of Credit Agreement (Majestic Companies LTD)
Notice of Certain Events Affecting Registration. The Company shall promptly Suspension ----------------------------------------------------------- of Right to Make an Advance. Forefront will immediately notify Holder the Investor ----------------------------- upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.will
Appears in 2 contracts
Samples: Equity Line of Credit Agreement (Forefront Inc), Credit Agreement (Forefront Inc)
Notice of Certain Events Affecting Registration. Suspension of -------------------------------------------------------------- Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon ------------------------- its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Falcon Natural Gas Corp), Exhibit 99 (Falcon Natural Gas Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder upon each of the Investors or their representative within five Business Days after the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (the Company shall not be required to notify the Investors in this case in the event such notification would be deemed the release of nonpublic information); and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate. The Company will, and within five Business Days of when filed with the Company shall promptly SEC make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Medi Hut Co Inc), Unit Purchase Agreement (Pacific Webworks Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Purchaser upon the occurrence of any of the following events in respect of a registration statement the Registration Statement or related prospectus covering Prospectus in respect of the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus Prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectusProspectus.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Viragen Inc), Common Stock Purchase Agreement (General Magic Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder upon each of the Investors within three Business Days after the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (the Company shall not be required to notify the Investors in this case in the event such notification would be deemed the release of nonpublic information); and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate. The Company will, and within five Business Days of when filed with the Company shall promptly SEC make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 2 contracts
Samples: Registration Rights Agreement (View Systems Inc), Unit Purchase Agreement (Pacific Webworks Inc)
Notice of Certain Events Affecting Registration. The Company shall will promptly notify Holder the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering Prospectus (in each of which cases the Common Stock underlying the Debentures: information provided to Investor will be kept strictly confidential): (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state Federal governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus Prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law; and or (v) the Company's ’s reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, appropriate and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectusProspectus. The Investor shall not sell any Common Shares during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (v), inclusive, a “Material Outside Event”).
Appears in 2 contracts
Samples: Prepaid Advance Agreement (Applied Digital Corp.), Prepaid Advance Agreement (Applied Digital Corp.)
Notice of Certain Events Affecting Registration. The Company shall ------------------------------------------------ promptly notify Holder Purchaser upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.not
Appears in 2 contracts
Samples: Subscription Agreement (Diversified Product Inspections Inc), Subscription Agreement (Diversified Product Inspections Inc)
Notice of Certain Events Affecting Registration. Suspension of -------------------------------------------------------------- Right to Make a Put. The Company shall promptly will immediately notify Holder the Investor upon the ------------------- occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events.
Appears in 2 contracts
Samples: Credit Agreement (Cytrx Corp), Credit Agreement (Focus Enhancements Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering in respect of an offering of the Common Stock underlying the DebenturesSecurities: (i1) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii2) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement Registration Statement or the initiation of any proceedings for that purpose; (iii3) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Securities for sale in any jurisdiction or the initiation or threatening notice of any proceeding for such purpose; (iv4) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v5) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events in this Section 5(K).
Appears in 2 contracts
Samples: Registration Rights Agreement (Turbosonic Technologies Inc), Investment Agreement (Turbosonic Technologies Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder upon each of the Investors within three Business Days after the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (the Company shall not be required to notify the Investors in this case in the event such notification would be deemed the release of nonpublic information); and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate. The Company will, and within three Business Days of when filed with the Company shall promptly SEC make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Waverider Communications Inc), Preferred Stock Purchase Agreement (Wordcruncher Internet Technologies)
Notice of Certain Events Affecting Registration. The Company shall ------------------------------------------------ promptly notify Holder Purchaser upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder upon the Investor within three Business Days after the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (the Company shall not be required to notify the Investor in this case in the event such notification would be deemed the release of nonpublic information); and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate. The Company will, and within three Business Days of when filed with the Company shall promptly SEC make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (D G Jewellery of Canada LTD)
Notice of Certain Events Affecting Registration. SUSPENSION OF RIGHT TO MAKE AN ADVANCE. The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any the registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures registrable securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such the registration statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's ’s reasonable determination that a post-effective amendment to the registration statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Make a Put. The Company shall promptly will immediately notify Holder the Investor upon ---------------------- the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Securities Purchase Agreement (Internet Law Library Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Buyer upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering in respect of an offering of Registrable Securities (as defined in the Common Stock underlying the Debentures: Registration Rights Agreement): (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall will promptly make available to the Holder Buyer any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The In the event that the Company files a registration statement covering the shares of common stock underlying the Debentures, the Company shall promptly notify Holder upon the occurrence of any of the following events in respect of a any such registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. or to have a Closing For the Preferred Stock. The Company shall promptly will immediately notify Holder each of the Investors upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement or for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Preferred Stock Subscription Agreement (Objectsoft Corp)
Notice of Certain Events Affecting Registration. Suspension of Right to Request a Draw Down. The Company shall promptly will immediately notify Holder the Purchaser in writing upon the occurrence of any of the following events in respect of a registration statement the Registration Statement or related prospectus covering in respect of the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectus. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Communications Technologies Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's ’s reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.. The Company shall not deliver to the Investor any Advance Notice, and the Investor shall not sell any
Appears in 1 contract
Samples: Equity Distribution Agreement
Notice of Certain Events Affecting Registration. The Company shall promptly Interiors will immediately notify the Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the CompanyInterior's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall . Interiors will promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Exchange Agreement (Interiors Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement to be supplied by amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement 19 or amendment to the related prospectus.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall promptly will immediately notify Holder the -------------------------------------- Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Equity Distribution Agreement (Intrepid Technology & Resource Inc)
Notice of Certain Events Affecting Registration. Suspension of --------------------------------------------------------------- Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investors --------------------------- upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investors any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investors any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Equity Line of Credit Agreement Agreement (Flexxtech Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence Suspension of any of the following events in respect of Right to Request a registration statement or related prospectus covering the Common Stock underlying the DebenturesDraw Down. THE COMPANY WILL PROMPTLY NOTIFY THE PURCHASER IN WRITING UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF THE REGISTRATION STATEMENT OR RELATED PROSPECTUS IN RESPECT OF THE SHARES: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction in which the Purchaser is entitled to sell the Shares hereunder or the receipt of notice with respect to the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event becoming aware that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that the filing of a post-effective amendment to or withdrawal of the registration statement would be appropriate, and Registration Statement is required. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Holder Purchaser any such supplement supplements or amendment amendments to the related prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly immediately notify Holder the Investor, but in no event later than two business days by facsimile and by overnight courier, upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement a Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the declaration by the SEC of the effectiveness of a Registration Statement; and (vvi) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.determination
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence Suspension of any of the following events in respect of Right to Request a registration statement or related prospectus covering the Common Stock underlying the DebenturesDraw Down. THE COMPANY WILL PROMPTLY NOTIFY THE PURCHASER IN WRITING UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF THE REGISTRATION STATEMENT OR RELATED PROSPECTUS IN RESPECT OF THE SHARES: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction in which the Purchaser is entitled to sell the Shares hereunder or the receipt of notice with respect to the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event becoming aware that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that filing of a post-effective amendment or withdrawal to the registration statement would be appropriate, and Registration Statement. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Holder Purchaser any such supplement supplements or amendment amendments to the related prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. -------------- ----------------------- The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Equity Distribution Agreement (Kronos Advanced Technologies Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder Purchaser upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the DebenturesSecurities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Zenascent Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Purchasers upon the occurrence of any of the following events in respect of a registration statement the Registration Statement or related prospectus covering in respect of the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Buyer upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering in respect of an offering of the Common Stock underlying the Debentures: Stock; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement to be supplied by amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Buyer any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall will promptly notify Holder the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering Prospectus (in each of which cases the Common Stock underlying the Debentures: information provided to Investor will be kept strictly confidential): (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state Federal governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus Prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law; and or (v) the Company's ’s reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, appropriate and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectusProspectus. The Investor shall not deliver to the Company any Purchase Notice, and the Company shall not sell any Shares pursuant to any pending Purchase Notice, during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (v), inclusive, a “Material Outside Event”).
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence Suspension of any of the following events in respect of Right to Request a registration statement or related prospectus covering the Common Stock underlying the DebenturesDraw Down. THE COMPANY WILL PROMPTLY NOTIFY THE PURCHASER IN WRITING UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF THE REGISTRATION STATEMENT OR RELATED PROSPECTUS IN RESPECT OF THE SHARES: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction in which the Purchaser is entitled to sell the Shares hereunder or the receipt of notice with respect to the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event becoming aware that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that the filing of a post-effective amendment or withdrawal to the registration statement would be appropriate, and Registration Statement is required. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Holder Purchaser any such supplement supplements or amendment amendments to the related prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Lumenon Innovative Lightwave Technology Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence Suspension of any of the following events in respect of Right to Request a registration statement or related prospectus covering the Common Stock underlying the DebenturesDraw Down. THE COMPANY WILL PROMPTLY NOTIFY THE PURCHASER IN WRITING AND REQUEST AN ACKNOWLEDGMENT FROM PURCHASER UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF THE REGISTRATION STATEMENT OR RELATED PROSPECTUS IN RESPECT OF THE SHARES: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that filing of a post-effective amendment or withdrawal to the registration statement would be appropriate, and Registration Statement. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Holder Purchaser any such supplement supplements or amendment amendments to the related prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Qiao Xing Universal Telephone Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Investors upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall promptly will immediately make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly ----------------------------------------------- will immediately notify Holder each of the Investors upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and . The Company will promptly provide each of the Investors with copies of all correspondence received by the Company shall promptly with regard to any of the events described in the preceding sentence and make available to the Holder Investors any written responses to the SEC and any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Global Maintech Corp)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering in respect of an offering of the Common Stock underlying the DebenturesSecurities: (iI) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (iiII) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement Registration Statement or the initiation of any proceedings for that purpose; (iiiIII) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Securities for sale in any jurisdiction or the initiation or threatening notice of any proceeding for such purpose; (ivIV) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vV) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Make a Put. The Company shall promptly will immediately notify Holder the Investor upon ---------------------- the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to (A) the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or (B) the initiation or threatening of any proceeding for such purpose; (iv) the happening Company becomes aware of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective supplement to the prospectus or a post- effective amendment to the registration statement Registration Statement, as the case may be, would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectusprospectus or Registration Statement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ashton Technology Group Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Patient Portal Technologies, Inc.
Notice of Certain Events Affecting Registration. Suspension of Right to Request a Draw Down. The Company shall will promptly notify Holder the ------------------------------------------ Purchaser in writing upon the occurrence of any of the following events in respect of a registration statement the Registration Statement or related prospectus covering in respect of the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate; provided, and however that the Company shall not be required to deliver such notice if doing so would violate any Federal or State Securities Laws. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Holder Purchaser any such supplement supplements or amendment amendments to the related prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension of Right to Make a Put. The Company shall promptly will immediately notify Holder the --------------------------------- Investor upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to (A) the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or (B) the initiation or threatening of any proceeding for such purpose; (iv) the happening Company becomes aware of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective supplement to the prospectus or a post- effective amendment to the registration statement Registration Statement, as the case may be, would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectusprospectus or Registration Statement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ashton Technology Group Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall promptly will immediately notify Holder the --------------------------------------- Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Exhibit 99 (Donobi Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder each of the Investors and the Placement Agent upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall will promptly make available to the Holder Investors and the Placement Agent any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Global Maintech Corp)
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Request a Draw Down. The Company shall promptly will immediately notify Holder the ------------------------------- Purchasers upon the occurrence of any of the following events in respect of a registration statement the Registration Statement or related prospectus covering in respect of the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by from the SEC Commission or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Purchasers any such supplement or amendment to the related prospectus. The Company shall not deliver to the Purchasers any Draw Down Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder upon each of the Investors within five Business Days after the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (the Company shall not be required to notify the Investors in this case in the event such notification would be deemed the release of nonpublic information); and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate. The Company will, and within five Business Days of when filed with the Company shall promptly SEC make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. SUSPENSION OF RIGHT TO MAKE AN ADVANCE. The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: relating to an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) subject to the Registration Rights Agreement the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statement, related prospectus or documents so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement would be appropriate, and the Company shall promptly make available to the Holder any such supplement or amendment to the related prospectus.not
Appears in 1 contract
Samples: Subscription Agreement (Union Dental Holdings, Inc.)
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Make a Put. The Company shall promptly will immediately notify Holder the Investor upon - - ------------------------ the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension of --------------------------------------------------------------- Right to Make a Put. The Company shall promptly immediately notify Holder the Investor, but ---------------------- in no event later than two (2) business days (or five (5) business days for information not affecting the currency or effectiveness of the Registration Statement) by facsimile and by overnight courier, upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement a Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the declaration by the SEC of the effectiveness of a Registration Statement; and (vvi) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Investment Agreement (E Rex Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly notify Holder upon the occurrence Suspension of any of the following events in respect of Right to Request a registration statement or related prospectus covering the Common Stock underlying the DebenturesDraw Down. THE COMPANY WILL PROMPTLY NOTIFY THE PURCHASER IN WRITING AND OBTAIN AN ACKNOWLEDGMENT FROM PURCHASER UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF THE REGISTRATION STATEMENT OR RELATED PROSPECTUS IN RESPECT OF THE SHARES: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that filing of a post-effective amendment or withdrawal to the registration statement would be appropriate, and Registration Statement. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Holder Purchaser any such supplement supplements or amendment amendments to the related prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: relating to an offering of Registrable Securities; (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) subject to the Registration Rights Agreement the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's Company"s reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Samples: Execution (Jagnotes Com)
Notice of Certain Events Affecting Registration. Suspension of -------------------------------------------------------------- Right to Make an Advance. The Company shall promptly will immediately notify Holder the Investor upon ------------------------ its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events. Section 6.7.
Appears in 1 contract
Samples: Equity Distribution Agreement (Intrepid Technology & Resource Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make an Advance. The Company shall will promptly notify Holder the ----------------------------------------- Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesrelating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal Federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal Federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any material changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Investors upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall will promptly make available to the Holder Investors any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Escrow Agreement (American International Petroleum Corp /Nv/)
Notice of Certain Events Affecting Registration. Suspension ----------------------------------------------------------- of Right to Make a Put. The Company shall promptly will immediately notify Holder the Investor upon ------------------------ the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debentures: in respect of an offering of Registrable Securities; (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events.
Appears in 1 contract
Notice of Certain Events Affecting Registration. Suspension of -------------------------------------------------------------- Right to Make a Sale. The Company shall promptly immediately notify Holder the Investor upon the -------------------- occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement a Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the declaration by the SEC of the effectiveness of a Registration Statement; and (vvi) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Sale Notice during the continuation of any of the foregoing events, except for (v) above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dauphin Technology Inc)
Notice of Certain Events Affecting Registration. The During the Commitment Period, the Company shall promptly notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering in respect of an offering of the Common Stock underlying the DebenturesPurchased Shares: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Purchased Shares for sale in any jurisdiction or the initiation or threatening notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's ’s reasonable determination that a post-effective amendment or supplement to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 1 contract
Notice of Certain Events Affecting Registration. The Company shall promptly immediately notify Holder the Investor, but in no event later than two business days by facsimile and by overnight courier, upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement a Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the declaration by the SEC of the effectiveness of a Registration Statement; and (vvi) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Stock Purchase Agreement (Chromatics Color Sciences International Inc)
Notice of Certain Events Affecting Registration. Suspension of Right to Make a Put. The Company shall promptly immediately notify Holder the --------------------------------- Investor, but in no event later than two (2) LADOCS\2705384 2 14 business days by facsimile and by overnight courier, upon the occurrence of any of the following events in respect of a registration statement Registration Statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement a Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementRegistration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the declaration by the SEC of the effectiveness of a Registration Statement; and (vvi) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the Company shall promptly make available to the Holder Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events. While in possession of material non-public information received from the Company, the Investor shall not dispose of any Registrable Securities until such information is disclosed to the public (a"Restricted Period"); provided that, if such Restricted Period exceeds one hundred twenty (120) days, the liquidated damages described in Section 1.1(c) of the Registration Rights Agreement shall be increased to three percent (3.0%)until such Restricted Period shall have elapsed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cbcom Inc)
Notice of Certain Events Affecting Registration. The Company shall promptly will immediately notify Holder the Purchaser upon the occurrence of any of the following events in respect of a registration statement the Registration Statement or related prospectus covering Prospectus in respect of the Common Stock underlying the DebenturesShares: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement Registration Statement or related prospectusProspectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus Prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectusProspectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's ’s reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Purchaser any such supplement or amendment to the related prospectusProspectus.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Illinois Superconductor Corporation)
Notice of Certain Events Affecting Registration. The Company shall promptly ----------------------------------------------- will immediately notify Holder the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus covering the Common Stock underlying the Debenturesin respect of an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement Registration Statement for amendments or supplements to the registration statement Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus or documents so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, and the . The Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectus.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Imaginon Inc /De/)
Notice of Certain Events Affecting Registration. The Company shall promptly will notify Holder the Investor upon the occurrence of any of the following events ("Suspension Event") in respect of a registration statement the Registration Statement or related prospectus covering Prospectus Supplement in respect of the Common Stock underlying the DebenturesSecurities: (i) receipt of any request for additional information by from the SEC or any other federal or state governmental authority during the period of effectiveness of the registration statement for Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectusRegistration Statement; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock underlying the Debentures Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such registration statement the Registration Statement or related prospectus Prospectus Supplement or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the registration statementRegistration Statement, related prospectus Prospectus Supplement or documents any document incorporated by reference so that, in the case of a registration statementthe Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and that in the case of the related prospectusProspectus Supplement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the registration statement Registration Statement would be appropriate, ; and the Company shall will promptly make available to the Holder Investor any such supplement or amendment to the related prospectusRegistration Statement as may be required.
Appears in 1 contract
Samples: Convertible Debentures and Warrants Purchase Agreement (Sedona Corp)
