Piggy-Back Registration Rights. (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
(b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business.
(c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete...
Piggy-Back Registration Rights. Notwithstanding anything to the contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to any registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and if, within ten (10) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such...
Piggy-Back Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth in Exhibit B hereto.
Piggy-Back Registration Rights. (i) In the event that, following the Effective Time, Canna Delaware proposes to file a registration statement with the SEC pursuant to the Securities Act covering the public offering of any of its stock (other than a registration relating solely to the issuance of securities by Canna Delaware pursuant to a stock option, stock purchase or similar benefit plan or a Securities Act Rule 145 transaction), Canna Delaware shall promptly give each Original Holder written notice of such registration. Canna Delaware shall use all reasonable efforts to cause to be registered all of the shares of Canna Delaware Common Stock that each such Original Holder has requested to be included in such registration.
(ii) Canna Delaware shall have the right to terminate or withdraw any registration initiated by it under this Section 3(f) before or after the effective date of such registration, regardless of whether any Original Holder has elected to include shares of Canna Delaware Common Stock in such registration.
(iii) All expenses (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with a registration pursuant to Section 3(f) including, without limitation, registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for Canna Delaware shall be borne by Canna Delaware.
(iv) If a registration of which Canna Delaware gives notice under this Section 3(f) is for an underwritten offering, then Canna Delaware shall so advise the Original Holders. In such event, the right of any Original Holder to include such Original Holder’s shares of Canna Delaware Common Stock in such registration shall be conditioned upon such Original Holder’s participation in such underwriting and the inclusion of such Original Holder’s shares of Canna Delaware Common Stock in the underwriting to the extent provided herein. All Original Holders proposing to distribute their shares of Canna Delaware Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise Canna Delaware that marketing factors require a limitation of the number of shares of Canna Delaware Common Stock to be underwritten or exclusion of the shares of Canna Delaware Common Stock, then the managing underwriters may exclude the shares of the Original H...
Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.
Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company.
(b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section.
(c) The Company shall have the right to termin...
Piggy-Back Registration Rights. (a) If, prior to the Expiration Date, the Company proposes to file a Registration Statement with the Commission respecting an offering of any shares of Common Stock (or other securities issuable upon exercise of the Warrants) (other than (i) an offering registered solely on Form S-4 or S-8 or any successor form thereto, or (ii) the initial public offering of shares of Common Stock (or other securities issuable upon exercise of the Warrants) if no shareholder of the Company participates therein), the Company shall give prompt written notice (which notice shall specify the intended method or methods of disposition) to all the Holders of Warrants or Common Shares or such other securities received upon exercise of Warrants, to the extent such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, at least 30 days prior to the initial filing of the registration statement relating to such offering (the "REGISTRATION STATEMENT"). Each such Holder shall have the right, within 20 days after delivery of such notice, to request in writing that the Company include all or a portion of such of the Common Shares issuable upon exercise of such Holder's Warrants, such other securities as shall be issuable upon the exercise of the Warrants, or the Common Shares or such other securities received upon the exercise thereof, pursuant to the Warrant Agreement, in each case to the extent that such Common Shares or other securities would be (upon issuance) or are, as the case may be, subject to restrictions on transfer, ("WARRANT SHARES") in such Registration Statement ("PIGGY-BACK REGISTRATION RIGHTS"). The Company shall include in the public offering all of the Warrant Shares that a Holder has requested be included, unless the underwriter for the public offering or the underwriter managing the public offering (in either case, the "MANAGING UNDERWRITER") delivers a written notice (a "CUTBACK NOTICE") pursuant to Section 2(b) or 2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the underwriting agreement for the public offering.
(b) If a proposed public offering includes both securities to be offered for the account of the Company ("COMPANY OFFERED SHARES") and shares to be sold by stockholders, the provisions of this Section 2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the number of C...
Piggy-Back Registration Rights. In the event that the Company files a registration statement with the SEC, the Investor may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Registration all, or a portion, of the Warrants owned by the Investor, and the shares issuable upon the exercise of the warrants. The Company will use its commercially reasonable efforts to include in any Registration all Registrable Securities which the Company has been requested to register pursuant to any timely Piggy-Back Request to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. The expenses of the registration shall be paid by the Company.
Piggy-Back Registration Rights. If at any time commencing on the first anniversary of the date hereof and expiring five (5) years hereafter, the Company proposes to register any of its securities under the Securities Act of 1933 (other than in connection with an initial public offering or in connection with a Form S-8 or any successor form as may be adopted by the Securities and Exchange Commission), then the Company shall afford the Optionee the opportunity to include for sale in such registration statement, shares of Common Stock acquired by the Optionee upon the exercise of this Option; provided, however, that if the Company's underwriter shall advise the Company in writing that in its opinion the number of shares to be included in such registration is too large, then the Company will include only such number of Option Shares as such underwriter shall so advise.
Piggy-Back Registration Rights. During the term of this Agreement, if, at any time and from time to time from and after the date hereof, the Company proposes to make a Distribution for its own account, the Company shall, at that time, promptly give the Holder written notice (the “Piggy-Back Notice”) of the proposed Distribution. Upon the written request of the Holder to the Company given within five Business Days after receipt of the Piggy-Back Notice that the Holder wishes to include a specified number of the Registrable Securities in the Distribution, the Company shall cause the Registrable Securities requested to be qualified or registered, as applicable, by the Holder to be included in the Distribution (a “Piggy-Back Registration”), and the procedures set forth in Section 2.6 shall apply. Subject to Sections 2.3 and 2.4, if the Holder exercises its right pursuant to this Section 2.2 to sell more than 33% of its Registrable Securities, then the Company shall, in its sole discretion, have the right to require the sale by the Holder of all of its Registrable Securities pursuant to such Piggy-Back Registration.
