OUTSTANDING REGISTRATION RIGHTS. The Company represents and warrants to the Investor that there is not in effect on the date hereof any other agreement by the Company pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction.
OUTSTANDING REGISTRATION RIGHTS. The Company represents and warrants to the Investor that, except as set forth on Schedule 4.1 included in the Company Disclosure Letter attached hereto, there is not in effect on the date hereof any agreement by the Company pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction. The Company hereby covenants and agrees that until 60 calendar days after the Registration Statement has been declared effective by the SEC it will not, without the prior written consent of the Investor, enter into or amend any agreement by the Company pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify securities under the Securities Act or any securities or blue sky laws of any jurisdiction; provided, however, that the foregoing shall not apply to (i) to a Third Party Sale (as such term is defined in the Stock Purchase Agreement) for which the Investor has elected not to exercise its right of first refusal pursuant to Section 6.12 of the Stock Purchase Agreement or (ii) in connection with an acquisition of another entity or assets related to the Company's current or future business.
OUTSTANDING REGISTRATION RIGHTS. Except as set forth on SCHEDULE 4.1 hereto, the Company represents and warrants to the Investor that there is not in effect on the date hereof any agreement by the Company pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction. The Company hereby covenants and agrees that until 270 calendar days after the Registration Statement has been declared effective by the SEC it will not, without the prior written consent of the Investor, enter into or amend any agreement by the Company pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify securities under the Securities Act or any securities or blue sky laws of any jurisdiction; provided, however, that the foregoing shall not apply to a Third Party (as such term is defined in the Stock Purchase Agreement) for which the Investor has elected not to exercise its right of first refusal pursuant to Section 6.12 of the Stock Purchase Agreement.
OUTSTANDING REGISTRATION RIGHTS. Registration rights in connection with that certain registration rights agreement entered into between the Company and Good Luck Information Technology Co., Limited in February 2021.
OUTSTANDING REGISTRATION RIGHTS. Except as set forth on Schedule 2.21 hereto or as disclosed in the SEC Reports, the Company has not in the past three years granted (or incurred any obligations or commitments to grant) to any holder or holders of any capital stock (or rights to acquire any capital stock) of the Company (i) any rights to request or demand registration of, or the filing of an offering circular with respect to, outstanding shares of capital stock of the Company under any securities laws or rules, (ii) any rights to include any outstanding shares of capital stock of the Company in any registration or filing effected by the Company pursuant to any securities laws or rules, or (iii) any rights to require the Company to take action under any securities laws or rules in order to permit or otherwise facilitate disposition of any outstanding shares of the Company's capital stock.
OUTSTANDING REGISTRATION RIGHTS. Except as described in the Memorandum and the SEC Filings, the Company is not a party to any contract or agreement pursuant to which any other party or parties thereto have the right to require the Company (on a best efforts basis or otherwise) (a) to register securities of the Company under the Securities Act for sale by or on behalf of such party or parties or (b) to notify such party or parties of the Company's intention to file a registration statement under the Securities Act and at the request of such party or parties to include therein securities of the Company for sale by or on behalf of such party or parties.
OUTSTANDING REGISTRATION RIGHTS. Except as described in Schedule 3.19, the Company is not a party to any contract or agreement pursuant to which any other party or parties thereto have the right to require the Company (on a best efforts basis or otherwise) (i) to register securities of the Company under the Securities Act for sale by or on behalf of such party or parties or (ii) to notify such party or parties of the Company's intention to file a registration statement under the Securities Act and at the request of such party or parties to include therein securities of the Company for sale by or on behalf of such party or parties.
OUTSTANDING REGISTRATION RIGHTS. Except for the agreement dated November 24, 1997, in which the Company has granted registration rights to Swarxx Xxxestments, L.L.C., the Company represents and warrants to the Investor that there is not in effect on the date hereof any other agreement by the Company pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction.
OUTSTANDING REGISTRATION RIGHTS. 11 2.22 Certain Beneficial Owners......................................................................12 2.23
OUTSTANDING REGISTRATION RIGHTS. The Company issued warrants to purchase 500,000 shares of Common Stock with registration rights to two individual members of X.X. Xxxxxxxx in 1998. Warrants covering 375,000 of the shares were cancelled. The remaining warrants covering 125,000 shares are exercisable and have registration rights if and when the Company has an initial public offering. The members have demand and piggyback registration rights with respect to the foregoing. In 2002 the Company issued a warrant to purchase 1.0 million shares of Common Stock with registration rights to Xxxx Xxxxxxxxxx in connection with his appointment as CEO, pursuant to a certain Series B Warrant dated April 16, 2002. The warrant is exercisable in 3 tranches: 1 — 250,000 shares at $.25 per share – already exercised and sold 2 — 250,000 shares at $.50 per share – already exercised and sold 3 – Warrant to purchase 500,000 shares at $.75 per share, vests upon a sale of the Company or the sale or licensing of one or more of the Company’s technology. No triggering event has occurred yet. No termination date. Xx. Xxxxxxxxxx has piggyback registration rights only with respect to the foregoing. Convertible Preferred Shares: Preferred A Shares 587,101 587,101 Preferred A Accum. Dividends* 360,754 360,754 Preferred B Shares 77,500 77,500 Preferred B Accum. Dividends* 44,683 44,683 Preferred C Shares: Golisano Investor Group 15,562,500 15,562,500 Directors / Officer 1,070,038 687,500 16,250,000 687,500 17,320,038 Stock Options: 1998 Stock Option Plan @ 6/30/11 641,848 641,848 Less: Expired Since 6/30/11 (100,000 ) (100,000 ) Non-Plan Options: X. Xxxxxx 5,150,000 5,150,000 X. Xxxxxxxx 250,000 250,000 Board / Advisor 1,350,000 1,350,000 Retired Board 150,000 150,000 Engineers 360,000 360,000 2011 Stock Option Plan: Board 275,000 275,000 Employees 1,000 8,077,848 — 1,000 8,077,848 Warrants: Warrants Outstanding as of 9/7/11 1,841,750 1,841,750 Financing Transaction - 9/23/11: Golisano Investor Group 1,556,250 1,556,250 Directors / Officer 1,841,750 68,750 1,625,000 68,750 3,466,750 TOTAL Potentially Dilutive Shares 10,989,636 17,875,000 28,864,636 Outstanding Common Shares 45,700,399 — 45,700,399 Total Common Shares including Dilutive Securities 56,690,035 17,875,000 74,565,035 * Note: Impact from Acccumulated Dividends on Preferred Stock excludes accrual subsequent to 6/30/11....not material. Wholly owned subsidiaries: Iso-Torque Corporation, a New York corporation As set forth in the Certificate of Amendment to the Certif...
