of the Registration Rights Agreement. The execution and delivery of this Agreement and the Registration Rights Agreement do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with or result in any violation of any obligation under any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Purchasers.
of the Registration Rights Agreement. If the Warrants are made subject to the Warrant Agreement and a New Warrant Agreement is not entered into, then to the extent practicable, the Warrants will be deemed “Private Placement Warrants” under the Warrant Agreement, and the Warrant Agreement may be amended as of the Closing Date as required to effect the same.
of the Registration Rights Agreement. Upon issuance and delivery pursuant to this Agreement, all of the Common Stock will be duly and validly issued, fully paid and nonassessable and free and clear of any liens and encumbrances. There are no statutory, contractual or other preemptive rights or rights of first refusal with respect to the issuance and sale of the Common Stock.
of the Registration Rights Agreement. Upon their issuance and delivery pursuant to this Agreement, all of the Securities being sold by the Company hereunder will be duly and validly issued, fully paid and nonassessable and free and clear of any liens and encumbrances other than restrictions on transfer pursuant to state and federal securities laws. There are no statutory, contractual or other preemptive rights, rights of first refusal, co-sale rights or similar rights with respect to the issuance and sale of the Securities.
of the Registration Rights Agreement. If at any time the number of authorized but unissued shares of Common Stock is not sufficient to effect the conversion of all the then outstanding Debentures or the full exercise of the Warrants, the Investors shall be entitled to, inter alia, the premium price redemption rights provided in the Registration Rights Agreement.
of the Registration Rights Agreement. Section 2.3(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as follows:
of the Registration Rights Agreement. The reference to “pursuant to Section 2, 3 or 5” in Section 7(a) of the Registration Rights Agreement is hereby replaced with the following: “in connection with the Company’s initial underwritten public offering of Common Stock or pursuant to Section 2, 3 or 5 hereof”
of the Registration Rights Agreement. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action does not relieve an indemnifying party of any liability to an Indemnified Person under this Article IX, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.
of the Registration Rights Agreement. If the Offering has been demanded in accordance with such provisions of the Registration Rights Agreement, the Stockholders demanding such registration shall have the right to participate in the Qualified IPO.
of the Registration Rights Agreement. (a) Section 2(g) of the Registration Rights Agreement is hereby amended to read in its entirety as follows:
(g) If, prior to consummation of the Exchange Offer, the Purchaser holds any Securities acquired by it and having the status as an unsold allotment in the initial distribution, the Company shall, upon the request of the Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue (pursuant to the same indenture as the Exchange Securities) and deliver to the Purchaser, in exchange for the Securities held by the Purchaser (the "Private Exchange"), a like principal amount of debt securities of the Company that are identical to the Exchange Securities (the "Private Exchange Securities"). The Private Exchange Securities shall bear the same CUSIP number as the Exchange Securities. Any Holder that is an affiliate of the Company that has informed the Company in writing of its desire to participate in a Private Exchange shall be permitted to request and participate, on the same terms as if such Holder were the Purchaser.
(b) Section 2(i) of the Registration Rights Agreement is hereby amended to read in its entirety as follows:
(i) If (i) prior to the consummation of the Exchange Offer, either the Company or the Holders of a majority in aggregate principal amount of Registrable Securities determines in its or their reasonable judgment that (A) the Exchange Securities would not, upon receipt, be tradeable by the Holders thereof without restriction under the Securities Act and the Exchange Act and without material restrictions under applicable Blue Sky or state securities laws, or (B) the interests of the Holders under this Agreement, taken as a whole, would be materially adversely affected by the consummation of the Exchange Offer, (ii) applicable interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer prior to 90 days after the Effectiveness Date, (iii) subsequent to the consummation of the Private Exchange but within one year of the Closing Date, the Purchaser so requests, (iv) the Exchange Offer is not consummated within 390 days of the Closing Date for any reason or (v) in the case of any Holder not permitted to participate in the Exchange Offer or of any Holder participating in the Exchange Offer that receives Exchange Securities that may not be sold without material restriction under state and federal securities laws and, in either case contemplated by this clause (v), such Hol...
