Registration of Buyer Shares. The Shareholders and Buyer shall have the rights and obligations set forth in the Registration Rights Addendum attached hereto with respect to the registration of the Buyer Shares for sale and other matters addressed therein.
Registration of Buyer Shares. 48 6.4 Reorganization..............................................55 6.5 Expenses....................................................56 6.6 Non-Competition.............................................56
Registration of Buyer Shares. Subject to the terms and conditions of this Agreement, the Buyer shall prepare and file with the SEC, within 90 days from the issuance of the Buyer Shares as part of the Purchase Price as provided in Section 2(b) of this Agreement, a registration statement on SB-2 (or, if the Company is then eligible, on Form S-3) under the Securities Act for the registration of such shares for resale by Seller.
Registration of Buyer Shares. The Buyer shall deliver the initial Buyer Shares to the Sellers as soon as reasonably practicable after the Completion Date and shall cause to be registered only those the initial Buyer Shares consisting of either Common Stock or shares of Series B Preferred Stock converted into Common Stock as soon as reasonably practicable after the Completion Date. Upon the granting, if any, of all or any portion of the Performance Portion of the Buyer Shares and the Retained Portion of the Buyer Shares, the Company shall issue and shall cause to be registered only those initial Buyer Shares consisting of either Common Stock or shares of Series B Preferred Stock converted into Common Stock as soon as reasonably practicable. The certificate evidencing the Buyers Shares payable to the Seller in consideration of the Buyer Shares may bear the following legends: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER SUCH ACT IN EFFECT WITH RESPECT TO SUCH SECURITIES OR AN EXEMPTION FROM REGISTRATION." "THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS." TAX MATTERS The Sellers jointly and severally agree to pay to the Buyer an amount equal to any Tax Liability arising in respect of, by reference to or in consequence of: any income, profits or gains earned, accrued or received on or before the Completion Date; and any Event which occurs or occurred on or before the Completion Date. No liability shall arise to the Sellers under Section 9.1 above to the extent that either provision has been made for the relevant Taxes in the Company Balance Sheet or the Tax arises in the ordinary course of business between the Accounts Date and the Completion Date. Any sums payable under this Section 9 shall be paid no later than 30 days after demand is made therefor by the Buyer.
Registration of Buyer Shares. Each Seller understands that none of the Buyer Shares issued to such Seller pursuant to this Agreement has been, or shall upon delivery be, registered under the Securities Act and that the certificates evidencing all such securities shall bear a legend to that effect. Each Seller also understands that such securities are being offered and sold to such Seller pursuant to an exemption from the registration provisions of the Securities Act and exemptions from the qualification or registration provisions of applicable state securities laws, based in part upon his or its representations contained in this Agreement and that, pursuant to these laws, each Seller must hold any Buyer Common Stock which he or it may be or it may receive under this Agreement or the Note (if converted in whole or in part) indefinitely unless such Buyer Common Stock is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available to a Seller for the acquisition of any Buyer Common Stock which he or it may receive under this Agreement or the Note (if converted in whole or in part). Each Seller acknowledges that the Company has no obligation to register or qualify any Buyer Common Stock for resale except as set forth in this Agreement. Each Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for any such Buyer Common Stock so received, and on requirements relating to the Company which are outside of the Seller’s control, and which the Company is under no obligation and may not be able to satisfy. Each Seller understands that this offering is not intended to be part of any public offering, and that no Seller will be able to rely on the protection of Section 11 of the Securities Act.
Registration of Buyer Shares. Each Seller understands that none of the Buyer Shares issued to such Seller pursuant to this Agreement has been, or shall upon delivery be, registered under the Securities Act and that the certificates evidencing all such securities shall bear a legend to that effect. Each Seller also understands that such securities are being offered and sold to such Seller pursuant to an exemption from the registration provisions of the Securities Act and exemptions from the qualification or registration provisions of applicable state securities laws, based in part upon its representations contained in this Agreement.
Registration of Buyer Shares. 37 -iii- TABLE OF CONTENTS (continued) PAGE Article IX SURVIVAL AND INDEMNIFICATION................................43
Registration of Buyer Shares. (a) If pursuant to Section 1.3, the Seller receives shares of common stock of CGC as Buyer Shares:
(i) CGC shall, if it at any time proposes to register any of its equity securities under the Securities Act, for its own account or for the accounts of security holders other than Seller, on a form which would permit registration of securities for sale to the public, or proposes to register any securities in a so-called "unallocated" or "universal" shelf registration statement, CGC shall, each such time, promptly give the Seller written notice of such intended registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. The Seller may, by written response delivered to CGC within 20 days after the giving of any such notice, request that all or a specified part of the Buyer Shares be included in such registration. CGC shall then use its reasonable best efforts to include the Buyer Shares in such registration statement and to cause such registration statement covering all of the Buyer Shares for which the Seller has requested registration to become effective under the Securities Act. CGC shall be under no obligation to complete any offering of its securities it proposes to make under this Section. CGC may postpone or withdraw any registration statement under this Section for any reason without liability to the Seller and without the requirement to continue the registration of the Buyer Shares requested to be included in that registration statement. This
Registration of Buyer Shares. 24 5.10 Cancellation of eSupplies Promissory Note and Release of Security.............................................28 5.11 Certificates Representing Buyer Shares..........................28
Registration of Buyer Shares. No later than five (5) Business Days following Closing, the Buyer shall prepare and file with the SEC a registration statement covering the resale of all of the Consideration Shares, in accordance with the terms and procedures set forth in Schedule 8.11.
