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. (a) Section 2(g) of the Registration Rights Agreement is hereby amended to read in its entirety as follows:
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. 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. The reference in the first sentence of Section 2(a)(iii) of the Registration Rights Agreement to “120 days” is hereby amended to be “180 days.” The reference in the first sentence of Section 2(a)(iii) of the Registration Rights Agreement to “180 days” is hereby amended to be “240 days.”
