Registration of Underlying Securities. The Underlying Securities issuable upon the exercise of the Representative's Warrants have not been registered under the Act. You agree not to make any sale or other disposition of the Underlying Securities, except pursuant to a Registration Statement which has become effective under the Act, setting forth the terms of such offering, the underwriting discount and the commissions and any other pertinent data with respect thereto, unless you have provided the Company with an opinion of counsel reasonably acceptable to the Company that such registration is not required.
Registration of Underlying Securities. The Company shall include the underlying securities in the registration contemplated by Section 4.8 of the Recapitalization Agreement in an amount equal to 130% of the number of shares of Common Stock necessary to permit the conversion in full of the Notes and warrants (without regard to any limitations on beneficial ownership contained therein). Such registration statement also shall cover, to the extent allowable under the 1933 Act and the Rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the underlying securities.
Registration of Underlying Securities. Notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending registration under federal or state securities laws, the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer exercise of any Option granted hereunder until any of the events described in this sentence has occurred. Notwithstanding anything herein to the contrary, the Company shall be under no obligation to issue any Shares to the extent the Committee determines that such issuance of Shares would be in violation of any applicable state or federal law.
Registration of Underlying Securities. The Company hereby covenants to and agrees with each Purchaser that it shall use its commercially reasonable efforts to prepare and file with the SEC a Registration Statement (“Registration Statement”) on Form S-1, if available, registering the Underlying Shares for resale under the Securities Act as soon as practicable after the Closing Date hereunder; provided, however that the Company may, prior to the Closing Date, at its sole discretion, (a) file the Registration Statement or (b) include the Underlying Shares for registration on the registration statement the Company has filed for its initial public offering of its Common Stock. The Company’s obligation to register each Purchaser’s Underlying Shares is contingent, however, upon the Purchaser completing, executing and delivering to the Company the Questionnaire attached hereto as Annex B. If the Company is unable to register the underlying shares by the Reset Date (as defined in the Series A Certificate of Designation), the Purchasers would receive a reset of the Conversion Price (as defined in the Series A Certificate of Designation) as of the date when registration of the Underlying Shares is effective as set forth in the Series A Certificate of Designation.
Registration of Underlying Securities. The Company covenants that it will use commercially reasonable efforts to cause the Underlying Securities to be registered for resale pursuant to the Securities Act promptly following the earliest to occur of (i) the closing of the transactions contemplated by the Definitive Agreements (as defined in that certain letter agreement dated April [•], 2023, by and between the Company and Marathon Petroleum Corporation (the “LOI”)), (ii) the date on which the Exclusivity Period (as defined in the LOI) expires without the execution of Definitive Agreements for the Proposed Transaction (as defined in the LOI) or other similar transaction or (iii) the date on which Marathon Petroleum Corporation notifies the Company that it will no longer pursue the Proposed Transaction.
Registration of Underlying Securities. The Underlying Securities issuable upon the exercise of the Xxxxx'x Warrants have not been registered under the Act. You agree not to make any sale or other disposition of the Underlying Securities, except pursuant to a Registration Statement which has become effective under the Act, setting forth the terms of such offering, the underwriting discount and the commissions and any other pertinent data with respect thereto, unless you have provided the Company with an opinion of counsel reasonably acceptable to the Company that such registration is not required.
Registration of Underlying Securities. If at any time the Company proposes or determines to register any Common Stock held by a stockholder of the Company (other than pursuant to registration on Form S-8 or any successor form) in an underwritten offering to the public for cash, the Company will (a) promptly give written notice thereof to the Warrantholder and (b) include in such registration (and any related qualification under blue sky laws or other state securities laws), and in the underwriting involved therein, all the Common Stock specified by the Warrantholder in a written request, received by the Company within thirty (30) days after the mailing of such written notice by the Company; provided that if the managing underwriters advise the Company in writing. that in their opinion marketing factors require a limitation in the number of securities to be included, the Company will include in such registration (i) first, any Common Stock offered by the Company, and (ii) second, if all the Company's Common Stock is included in the registration, the number of shares of Common Stock requested to be included that, in the opinion of such underwriters, can be sold, pro rata among the respective stockholders of the Company on the basis of the amount of Common Stock owned by each such stockholder. The Company shall not grant any registration rights inconsistent with the rights granted herein. The price at which the Warrantholder's Common Stock being registered in such offering are offered to the public shall be equal to the price at which the Company's Common Stock is offered to the public in such registration. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. The Warrantholder shall be required to pay underwriting discounts and commissions, pay expenses of the offering, provide indemnification to the Company and the underwriters, provide a lockup agreement, and comply with such other terms and conditions, in each case, only to the extent required of the other stockholders selling Common Stock pursuant to such offering.
