Registered Stock. The Company shall, no later than 60 days after the Closing Date register for resale of a form S-1, 5,000,000 Conversion Shares for the Note issued hereunder, and the previous note issued by the Company to the Purchaser. No Warrant Shares shall be registered for resale.
Registered Stock. Parent represents and warrants to Seller and Seller acknowledges that all of the shares of Parent Stock to be delivered to Seller pursuant to this Agreement will be registered under the Securities Act of 1933, as amended (the "Act") prior to delivery to Seller.
Registered Stock. One hundred fifty thousand (150,000) shares of ----------------- the ABG Common Stock (the "Registered Shares") to be issued in connection with the transactions contemplated by this Agreement have been registered with the SEC on a registration statement on Form S-3 (the "Registration Statement"). The Buyer is eligible to use Form S-3, Form S-3 is the proper registration statement to be used for this transaction, and Form S-3 is being used properly in connection with this transaction. The Registration Statement has been declared effective under the Securities Act of 1933, as amended, and is not subject to a stop order or threatened stop order. All necessary qualifications or exemptions under applicable state securities laws related to the issuance of the Registered Shares by Buyer to Shareholders in connection with the transactions contemplated by this Agreement, have been obtained and are in full force and effect. The Registered Shares to be issued pursuant to this Agreement will be freely transferable under federal securities laws by the Shareholders.
Registered Stock. Parent represents and warrants to Stockholders that all of the shares of Parent Stock to be delivered to Stockholders pursuant to this Agreement will be registered under the Securities Act prior to delivery to Stockholders and, except for the Contractually Restricted Stock, will be freely transferable under the Securities Act.
Registered Stock. The shares of Parent Common Stock receivable as Merger Consideration and upon exercise of the Continuing Options and in exchange for Company Warrants, shall be registered pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"). 9 ARTICLE III
Registered Stock. Notwithstanding anything to the contrary contained herein, the Options may not be exercised until the shares issuable upon exercise of the Options are then registered under the Securities Act of 1933, or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act.
Registered Stock. Promptly, and in any event within thirty (30) days following the Closing, Parent shall file with the SEC a registration statement on Form S-3 (or any successor form) under the Securities Act to register the resale of the Registrable Securities (as defined below). In the event that Parent ceases for any reason to be eligible to file with the SEC a registration statement on Form S-3 (or any successor form) under the Securities Act, such that the registration statement on Form S-3 (or any successor form) under the Securities Act previously filed to register the resale of the Registrable Securities may no longer be used to effect the resale of the securities registered thereunder, if so requested by the Company, Parent shall promptly file with the SEC a registration statement on Form S-1 (or any successor form) under the Securities Act to register the resale of the Registrable Securities. Parent shall use its reasonable best efforts to cause any registration statement filed pursuant to either of the preceding two sentences to be declared effective by the SEC as soon as practicable following the filing thereof and to maintain the effectiveness of such registration statement during such time as such securities remain Registrable Securities. Parent shall prepare and file with the SEC such amendments and supplements to any such registration statement and the prospectus included therein as may be necessary to keep any such registration statement continuously effective (and available for use) throughout such period and to ensure that any such registration statement and prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Parent shall take such other reasonable actions (including, causing such securities to be listed or quoted on a national securities exchange) as may be necessary to facilitate the resale of such securities pursuant to any such registration statement. Parent shall bear all expenses incident to Parent’s performance of or compliance with this Section 9.22, including all registration and filing fees, fees and expenses of compliance with securities or “blue sky” laws, listing application fees, printing expenses, transfer agent’s and registrar’s fees, costs of distributing prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for Parent and all independent ce...
Registered Stock. Liquidix has 5,370,370 shares of common stock registered pursuant to the Securities Act of 1933 as amended (the "Securities Act") pursuant to Form SB-2, Commission File Number 333-100284 (the "Registered Stock").
Registered Stock. Parent covenants, represents and warrants to Members and Members acknowledge that all of the shares of Parent Stock to be delivered to Members pursuant to this Agreement will be registered under the Act prior to delivery to Members.
Registered Stock. The Common Stock constitutes the only class of equity securities of the Company or its subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
