Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities. (a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being the "Registrable Securities"), shall prepare and file with the Commission a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statement. (b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller. (c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Samples: Subscription Agreement (Commercial Consolidators Corp)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.
(a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsNotes, being the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the 1933 Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the The Company shall file with the Commission not later than thirty (30) days after the Closing Date declaration of effectiveness of the Company's pending Form S-1 registration statement filed on May 10, 2001 under SEC file number 333-60574 (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 S-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty fifty days (120150) of after the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200140% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the WarrantsNotes. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)shall
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 30 days after of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 90 days (120) of the Closing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (One Voice Technologies Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 14 days after of the Closing Date date the Company's registration statement on Form SB-2, File No. 333-69750 is declared effective by the SEC (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 90 days (120) of the Closing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (One Voice Technologies Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)of
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 14 days after of the Closing Date date the Company's registration statement on Form SB-2, File No. 333-69750 is declared effective by the SEC (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 90 days (120) of the Closing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (One Voice Technologies Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Initial Closing Date, but not later than three four (4) years after the Initial Closing Date (the "Request DateREQUEST DATE"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable SecuritiesREGISTRABLE SECURITIES"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)10.1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 10.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 or xx another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SellerSELLER"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 10.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to Section 10.1(a), the Company has determined to proceed with the actual preparation and filing of a registration rights set forth statement under the Securities Act in Sections 10.1(a) connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 10.1(b) aboverather than Section 10.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 10.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 60 days after of the Initial Closing Date (the "Filing DateFILING DATE"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Initial Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 120 days (120) of the Initial Closing Date (the as defined herein) ("Effective DateEFFECTIVE DATE"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Initial Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchasers and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchasers and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) 10.1(d), except as described on Schedule 10.1that the Company may include up to an additional 4,500,000 shares of Common Stock in such registration statement issuable upon the conversion of the Series A Preferred Stock presently outstanding.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Advanced Optics Electronics Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.Purchaser:
(a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being the "Registrable Securities"), shall prepare and file with the Commission a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b10.1(a) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(cb) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the The Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective file a Form F-1 S-3 registration statement (or such other form that it is eligible to use) in order to register the issuance of the Registrable Securities (as defined herein) for resale and distribution to the Purchaser under the 1933 ActSecurities Act with the SEC within 30 days of the Purchaser providing written notice to the Company; provided, however, that the Purchaser will not provide such notice until there remains less than 20% of the original amount of securities registered on the Company's registration statement, file no. The 333-100052 (the "Filing Date"), and use its reasonable commercial efforts to cause such registration statement described in this paragraph must to be declared effective by the Commission by one hundred and twenty within 90 days (120) of the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200the Warrant Shares and 100% of the Company Note Shares issuable at the Fixed Conversion Price set forth in the Note, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares)Date, assuming the conversion of 100% of the Notes principal amount of the Note which is then outstanding, and at least one share of Common Stock for each common share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall Warrant, plus interest payable under the Note; provided, however, that the Company will not be reserved and set aside exclusively for the benefit required to register a number of shares greater than 19.9% of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale Company's total outstanding shares of all Common Stock included in and issuable by virtue as of the date hereof ("Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1").
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Fusion Inc/Nj/)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock issued or issuable upon conversion of Shares and the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsConversion Shares, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall use its reasonable commercial efforts to file with the Commission not later than thirty (30) SEC within 45 days after of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 135 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 135 days (120) of the Closing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Conversion Shares issuable at the Conversion Price Prices set forth in the Notes, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock which are then outstanding or issuable upon exercise of the Warrantshereunder. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser, and not issued, employed or reserved for anyone other than the SubscriberPurchaser. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Versacom International Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 30 days after of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 120 days (120) of the Closing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Idial Networks Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request DateREQUEST DATE"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the Notes with respect to all Preferred Stock or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable SecuritiesREGISTRABLE SECURITIES"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statementcan otherwise be sold pursuant to Rule 144(k). In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for registering the Registrable Regixxxxxxx Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SellerSELLER"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 20 days after of the Closing Date Company receiving a written request from the Purchaser (the "Filing DateFILING DATE"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 60 days of the Filing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 60 days (120) of the Closing Filing Date (the as defined herein) ("Effective DateEFFECTIVE DATE"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Preferred Stock, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes Preferred Stock which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Bestnet Communications Corp)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.Investors. The Company shall:
(a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being the "Registrable Securities"), shall prepare and file with the Commission Commission, as soon as reasonably practicable, but in no event later than the date that is thirty (30) business days after the earlier of (a) the date the Company files its Annual Report on Form 10-K for the fiscal year ending December 31, 2007 or (b) the last day on which the Company could timely file such Annual Report on Form 10-K in accordance with SEC rules (such date, the “Filing Deadline Date”), a registration statement Registration Statement on Form S-3 (the “Registration Statement”) to enable the resale of Shares (the “Registrable Securities”) by the Investors from time-to-time under the Securities Act covering (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which are the case such registration shall be on another appropriate form in accordance herewith);
(b) use its best efforts, subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the to receipt of information from the Investors set forth in Exhibit C, to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but in no event later than the date (the “Effectiveness Deadline Date”) that is 60 calendar days after the Filing Deadline;
(c) during the period from the date on which the Registration Statement is declared effective until the earlier of (i) such request, time as all Investors may immediately sell all of the Company shall promptly give written notice Shares purchased under this Agreement under Rule 144(b) (without giving effect to the volume limitations of Rule 144(e)) and (ii) such time as all other record holders Investors have sold all of the Registrable Securities that the Investors purchased under this Agreement (such registration statement is period, the “Effectiveness Period”), the Company shall: (A) use its best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement as may be necessary or appropriate to keep such Registration Statement current and continuously effective (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act); (B) cause the Prospectus used in connection with such Registration Statement to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after (C) use its best efforts to comply with the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation provisions of the Company under this Section 10.1(a) shall be limited Securities Act applicable to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except it with respect to registration statements on Forms X-0the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement, X-0 as so amended, or another form not available for registering such Prospectus, as so supplemented;
(d) as soon as practicable, but in any event within three business days, give notice to each Investor when any Prospectus, Prospectus supplement, or the Registrable Securities for sale Registration Statement or any post-effective amendment to the publicRegistration Statement has been filed with the SEC and, provided with respect to a Registration Statement or any post-effective amendment, when the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant same has been declared effective; Table of Contents
(e) furnish to an effective registration statement, each Investor such time it will give at least 25 days' prior written notice to the record holder number of copies of the Registrable Securities of its intention so to do. Upon the written request Registration Statement, Prospectuses (including Prospectus supplements) and preliminary versions of the holder, received by Prospectus filed with the Company within 15 days after Commission (“Preliminary Prospectuses”) in conformity with the giving of any such notice by the Company, to register any requirements of the Registrable SecuritiesSecurities Act, and such other documents as such Investor may reasonably request, in order to facilitate the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the public sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that all or any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, Shares by such Investor;
(f) file documents required of the number of shares of Registrable Securities to be included Company for normal blue sky clearance in such an underwriting may be reduced by the managing underwriter if and to the extent all states requiring blue sky clearance; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject;
(g) if NASD Rule 2710 requires any broker-dealer to make a filing prior to executing a sale of Shares by an Investor, make an Issuer Filing with the NASD Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) and respond within five trading days to any comments received from NASD in connection therewith, and pay the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, filing fee required in connection therewith;
(h) request that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must Registration Statement be declared effective by the SEC within five (5) days after receiving a “no comment” letter from the SEC;
(i) advise the Investors at the earliest possible moment after the Company shall receive notice or obtain knowledge of (i) the issuance of any stop order by the Commission by one hundred and twenty days delaying or suspending the effectiveness of the Registration Statement or (120ii) suspension of the qualification (or exemption from qualification) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% any of the Company Shares issuable for sale in any jurisdiction in which they have been qualified for sale, or, in each case, the initiation of any proceeding for that purpose; and promptly use its best efforts to prevent the issuance of any stop order or suspension or obtain its withdrawal at the Conversion Price that would earliest possible moment if such stop order should be in effect on the Closing Date issued or the date suspension levied; and bear all fees and expenses (other than fees and expenses of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberInvestor’s legal counsel or other advisers, and not issuedunderwriting discounts, employed or reserved for anyone other than brokerage fees and commissions, if any) incurred in connection with the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed performance by the Company as necessary to register additional Company Shares to allow of its obligations under paragraphs (a) through (g) and the public resale registration of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in pursuant to the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.Registration Statement, whether or not the Registration Statement is declared effective. Table of Contents
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes, Fund Manager's Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchasers or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 30 days after of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 90 days (120) of the Closing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200the number of Warrant Shares and 300% of the Company Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchasers on a pro rata basis and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchasers and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c9.1(d) except as described and the Company will not register any other shares for resale on Schedule 10.1any other registration statement for 120 days from the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (One Voice Technologies Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the SecuritiesPurchaser.
(a) On one occasion, for For a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor ("Request for Registration") therefore from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Purchaser (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the Notes Note or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrant issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless the Company has given the Purchaser a Notice of Registration and/or such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion Company's preparation and filing of Registrable Securitiesa registration statement, the holder thereof Purchaser shall promptly provide the Company with all such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements. Notwithstanding the foregoing, if the Note has been fully converted or redeemed in full, then the Purchaser will not have the registration rights with respect to the Warrant Shares set forth in this Section 9.1(a).
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for availaxxx xxx registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(a) or (b) without thereby incurring any liability to the SellerPurchaser, so long as the registration provisions are otherwise complied with by the Company.
(c) In addition If, a Request for Registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(aSection 9.1(a) and 10.1(b) above, the Company shall file determines to proceed with the Commission not later preparation and filing of a registration statement under the Securities Act, such Request for Registration shall be deemed to have been given pursuant to Section 9.1(b) rather than thirty (30) days after the Closing Date (the "Filing Date"Section 9.1(a), and the rights of the Purchaser pursuant to such Request for Registration shall be governed by Section 9.1(b).
(d) The Company shall use its reasonable commercial efforts to cause to be declared effective file a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The Securities Act with the SEC within 21 days of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause such registration statement described in this paragraph must to be declared effective by the Commission by one hundred and twenty within 60 days (120) of the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to the Warrant Shares and 200% of the Company Conversion Shares issuable at the Conversion Price Prices set forth in the Warrant and Note, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes Note which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrant which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrant. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Path 1 Network Technologies Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 60 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 20 days after of the Closing Date date hereof (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 45 days of the Filing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 45 days (120) of the Closing Filing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the SecuritiesPurchaser.
(a) On one occasion, for For a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor ("Request for Registration") therefore from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Purchaser (the Common Stock Note Shares and Warrant Shares issued or issuable upon conversion of the Notes Note or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrant issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless the Company has given the Purchaser a Notice of Registration and/or such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion Company's preparation and filing of Registrable Securitiesa registration statement, the holder thereof Purchaser shall promptly provide the Company with all such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for availxxxx xxx registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(a) or (b) without thereby incurring any liability to the SellerPurchaser, so long as the registration provisions are otherwise complied with by the Company.
(c) In addition If, a Request for Registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(aSection 9.1(a) and 10.1(b) above, the Company shall file determines to proceed with the Commission not later preparation and filing of a registration statement under the Securities Act, such Request for Registration shall be deemed to have been given pursuant to Section 9.1(b) rather than thirty (30) days after the Closing Date (the "Filing Date"Section 9.1(a), and the rights of the Purchaser pursuant to such Request for Registration shall be governed by Section 9.1(b).
(d) The Company shall use its reasonable commercial efforts to cause to be declared effective file a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The Securities Act with the SEC within 14 days of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause such registration statement described in this paragraph must to be declared effective by the Commission by one hundred and twenty within 90 days (120) of the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to the Warrant Shares and 200% of the Company Note Shares issuable at the Conversion Price and Purchase Prices set forth in the Note and Warrant, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes principal amount of the Note which is then outstanding, and at least one share of Common Stock for each common share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the SubscriberWarrant. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.Investors. The Company shall:
(a) On one occasionprepare and file with the Commission, for a period commencing 121 as soon as reasonably practicable, but in no event later than the date that is five (5) business days after the Closing DateCompany files its Annual Report on Form 10-K for the fiscal year ended December 31, but not later than three years after 2005 (such date, the Closing Date ("Request Filing Deadline Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Registration Statement on Form S-3 (the Common Stock issued or issuable upon conversion "Registration Statement") to enable the resale of Shares and the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being Warrant Shares (collectively the "Registrable Securities") by the Investors from time to time under the Securities Act (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith);
(b) use its best efforts, subject to receipt of information from the Investors set forth in Exhibit D, to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but in no event later than the date (the "Effectiveness Deadline Date") that is 60 calendar days after the Filing Deadline;
(c) during the period from the date on which the Registration Statement is declared effective until the earlier of (i) such time as all Investors may immediately sell all of the Shares purchased under this Agreement under Rule 144(b) (without giving effect to the volume limitations of Rule 144(e)) and (ii) such time as all Investors have sold all of the Registrable Securities that the Investors purchased under this Agreement (such period, the "Effectiveness Period"), shall the Company shall: (A) use its best efforts to prepare and file with the Commission a registration statement SEC such amendments and supplements to the Registration Statement as may be necessary or appropriate to keep such Registration Statement current and continuously effective (including any amendment or supplement through incorporation by reference of any report filed under the Act covering Exchange Act); (B) cause the Registrable Securities which are the subject of Prospectus used in connection with such requestRegistration Statement to be supplemented by any required Prospectus supplement, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after (C) use its best efforts to comply with the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation provisions of the Company under this Section 10.1(a) shall be limited Securities Act applicable to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except it with respect to registration statements on Forms X-0the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement, X-0 as so amended, or another form not available for registering such Prospectus, as so supplemented;
(d) as soon as practicable, but in any event within three business days, give notice to each Investor when any Prospectus, Prospectus supplement, or the Registrable Securities for sale Registration Statement or any post-effective amendment to the publicRegistration Statement has been filed with the SEC and, provided with respect to a Registration Statement or any post-effective amendment, when the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant same has been declared effective;
(e) furnish to an effective registration statement, each Investor such time it will give at least 25 days' prior written notice to the record holder number of copies of the Registrable Securities of its intention so to do. Upon the written request Registration Statement, Prospectuses (including Prospectus supplements) and preliminary versions of the holder, received by Prospectus filed with the Company within 15 days after Commission ("Preliminary Prospectuses") in conformity with the giving of any such notice by the Company, to register any requirements of the Registrable SecuritiesSecurities Act, and such other documents as such Investor may reasonably request, in order to facilitate the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the public sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that all or any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, Shares and Warrant Shares by such Investor;
(f) file documents required of the number of shares of Registrable Securities to be included Company for normal blue sky clearance in such an underwriting may be reduced by the managing underwriter if and to the extent all states requiring blue sky clearance; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject;
(g) if NASD Rule 2710 requires any broker-dealer to make a filing prior to executing a sale of Shares by an Investor, make an Issuer Filing with the NASD Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) and respond within five trading days to any comments received from NASD in connection therewith, and pay the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, filing fee required in connection therewith;
(h) request that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must Registration Statement be declared effective by the SEC within five (5) days of receiving a "no comment" letter from the SEC;
(i) advise the Investors at the earliest possible moment after the Company shall receive notice or obtain knowledge of (i) the issuance of any stop order by the Commission by one hundred and twenty days delaying or suspending the effectiveness of the Registration Statement or (120ii) suspension of the qualification (or exemption from qualification) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% any of the Company Shares issuable for sale in any jurisdiction in which they have been qualified for sale, or, in each case, the initiation of any proceeding for that purpose; and promptly use its best efforts to prevent the issuance of any stop order or suspension or obtain its withdrawal at the Conversion Price that would earliest possible moment if such stop order should be in effect on the Closing Date issued or the date suspension levied; and
(j) bear all fees and expenses (other than fees and expenses of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberInvestor's legal counsel or other advisers, and not issuedunderwriting discounts, employed or reserved for anyone other than brokerage fees and commissions, if any) incurred in connection with the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed performance by the Company as necessary to register additional Company Shares to allow of its obligations under paragraphs (a) through (g) and the public resale registration of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in pursuant to the registration statement described in this Section 10.1(c) except as described on Schedule 10.1Registration Statement, whether or not the Registration Statement is declared effective.
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request DateREQUEST DATE"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the Notes with respect to all Preferred Stock or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable SecuritiesREGISTRABLE SECURITIES"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statementcan otherwise be sold pursuant to Rule 144(k). In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for registering the Registrable Regixxxxxxx Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SellerSELLER"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 40 days after of the Closing Date (the "Filing DateFILING DATE"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 90 days (120) of the Closing Date (the as defined herein) ("Effective DateEFFECTIVE DATE"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Preferred Stock, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes Preferred Stock which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Bestnet Communications Corp)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the SecuritiesPurchaser.
(a) On one occasion, for For a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor ("Request for Registration") therefore from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Purchaser (the Common Stock Note Shares and Warrant Shares issued or issuable upon conversion of the Notes Note or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrant issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless the Company has given the Purchaser a Notice of Registration and/or such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion Company's preparation and filing of Registrable Securitiesa registration statement, the holder thereof Purchaser shall promptly provide the Company with all such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for registering the Registrable Regxxxxxxxx Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(a) or (b) without thereby incurring any liability to the SellerPurchaser, so long as the registration provisions are otherwise complied with by the Company.
(c) In addition If, a Request for Registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(aSection 9.1(a) and 10.1(b) above, the Company shall file determines to proceed with the Commission not later preparation and filing of a registration statement under the Securities Act, such Request for Registration shall be deemed to have been given pursuant to Section 9.1(b) rather than thirty (30) days after the Closing Date (the "Filing Date"Section 9.1(a), and the rights of the Purchaser pursuant to such Request for Registration shall be governed by Section 9.1(b).
(d) The Company shall use its reasonable commercial efforts to cause to be declared effective file a Form F-1 S-3 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The Securities Act with the SEC within 45 days of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause such registration statement described in this paragraph must to be declared effective by the Commission by one hundred and twenty within 120 days (120) of the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to the Warrant Shares and 200% of the Company Note Shares issuable at the Conversion Price and Purchase Prices set forth in the Note and Warrant, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes principal amount of the Note which is then outstanding, and at least one share of Common Stock for each common share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the SubscriberWarrant. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No Unless required by agreements with the Company's shareholders entered into prior to the date hereof, and set forth on Schedule 9.1 hereto, no securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Registration Rights Granted. The Company Borrower hereby grants the following registration rights to holders of the SecuritiesHolder.
(a) On In the event that the Registration Statement pursuant to 3.1(b) below is not declared effective by the SEC or is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective), on one occasion, for a period commencing 121 180 days after the Closing Datedate hereof, but not later than three four (4) years after the Closing Date date hereof (the "Request Date"), the CompanyBorrower, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Holder (the Common Stock issued or shares issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrantswith respect to this Note, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof Holder shall provide the Company Borrower with such information as the Company Borrower reasonably requests. The obligation of the Company Borrower under this Section 10.1(a) 3.1 shall be limited to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company The Borrower shall file with the Commission not SEC no later than thirty (30) days after the Closing Date May 31, 2002 (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) within 90 days of the Filing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Date Securities Act (the "Effective Date"). The Company Borrower will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Shares issuable Registrable Securities at the Conversion Price Prices set forth in this Note, that would be in effect on the Closing Date date hereof or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrantsthis Note. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberHolder, and not issued, employed or reserved for anyone other than the SubscriberHolder. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company Borrower as necessary to register additional Company Shares shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No Except the securities listed on Schedule ____ and securities contemplated with the Plus transaction, no securities of the Company Borrower other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c3.1(b) except as described on Schedule 10.1without the approval of the Holder.
Appears in 1 contract
Samples: Accounts Receivable Purchase Agreement (Vertex Interactive Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.Purchaser:
(a) On one occasionThe Company shall file a Form SB-2 registration statement (or such other form that it is eligible to use) in order to register the offer and issuance of the Common Stock purchased by the Purchaser, for a period commencing 121 days after together with the Closing DateWarrant Shares held by Hunter (the "Registrable Shares") under the Securities Act with the SEC by July 9, but not later than three years after 2004 (the Closing Date ("Request Filing Date"), and cause, or use its best efforts to cause, such registration statement to be declared effective by September 24, 2004 (the Company"Effective Date"). If the registration statement is not declared effective by the SEC by the Effective Date or if the Registration Statement does not remain effective and available for use, upon the Company will pay Purchaser a written request therefor from any record holder or holders of more than 50cash payment equal to 1% of the aggregate Purchase Price. If any of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being the "Registrable Securities"), foregoing shall prepare and file with the Commission a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included continue for registration in a pending registration statement. In addition, upon the receipt of such requestmore than 30 days, the Company shall promptly give written notice will pay Purchaser a cash payment equal to all other record holders another 1% of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days Purchase Price per month thereafter until the delinquency no longer continues, or one year after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable SecuritiesClosing, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statementwhichever is first.
(b) If In the event the SB-2 is not completed for any reason, if the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for registering the Registrable Securities Registrablx Xxxxxxties for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b5.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding "Registrable Securities" means the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of the Company's Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Shares issuable at the Conversion Price that would be in effect set forth on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes signature page hereto and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1Warrant.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Universal Guardian Holdings Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.
(a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being the "Registrable Securities"), shall prepare and file with the Commission a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statement.
(b) If the Company Corporation at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 25 fifteen (15) days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holderHolder, received by the Company Corporation within 15 ten (10) days after the giving of any such notice by the CompanyCorporation, to register any of the Registrable SecuritiesSecurities not previously registered, the Company Corporation will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the CompanyCorporation, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "“Seller"”). In the event that any registration pursuant to this Section 10.1(b) 6.1 shall be, in whole or in part, an underwritten public offering of common stock of the CompanyCorporation, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company Corporation and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company Corporation therein; provided, however, that the Company Corporation shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 6.4 hereof, the Company Corporation may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) 6.1 without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Samples: Employment Agreement (Tactical Air Defense Services, Inc.)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 60 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)Securities
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 30 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 20 days after of the Closing Date effectiveness of the Company's registration statement, File No. 333-63672 (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 45 days of the Filing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 45 days (120) of the Closing Filing Date (the as defined herein) ("Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc)
Registration Rights Granted. The Company NCT hereby grants the following registration rights to holders of the Securities.
(a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the CompanyNCT, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the CompanyNCT's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsNotes, being the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the 1933 Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company NCT shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company NCT gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company NCT with such information as the Company NCT reasonably requests. The obligation of the Company NCT under this Section 10.1(a) shall be limited to one registration statement.
(b) If the Company NCT at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company NCT within 15 days after the giving of any such notice by the CompanyNCT, to register any of the Registrable Securities, the Company NCT will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the CompanyNCT, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the CompanyNCT, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company NCT and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company NCT therein; provided, however, that the Company NCT shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company NCT may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company NCT shall file with the Commission not later than thirty (30) days after the Closing Date April 15, 2002 (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 S-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Filing Date (the "Effective Date"). The Company NCT will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200140% of the Company NCT Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the WarrantsNotes. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company NCT as necessary to register additional Company NCT Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the SecuritiesPurchaser.
(a) On one occasion, for For a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor ("Request for Registration") therefore from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Purchaser (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the Notes Note or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrant issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless the Company has given the Purchaser a Notice of Registration and/or such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion Company's preparation and filing of Registrable Securitiesa registration statement, the holder thereof Purchaser shall promptly provide the Company with all such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for availaxxx xxx registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(a) or (b) without thereby incurring any liability to the SellerPurchaser, so long as the registration provisions are otherwise complied with by the Company.
(c) In addition If, a Request for Registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(aSection 9.1(a) and 10.1(b) above, the Company shall file determines to proceed with the Commission not later preparation and filing of a registration statement under the Securities Act, such Request for Registration shall be deemed to have been given pursuant to Section 9.1(b) rather than thirty (30) days after the Closing Date (the "Filing Date"Section 9.1(a), and the rights of the Purchaser pursuant to such Request for Registration shall be governed by Section 9.1(b).
(d) The Company shall use its reasonable commercial efforts to cause to be declared effective file a Form F-1 S-3 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The Securities Act with the SEC within 30 days of the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause such registration statement described in this paragraph must to be declared effective by the Commission by one hundred and twenty within 90 days (120) of the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to the Warrant Shares and 200% of the Company Conversion Shares issuable at the Conversion Price Prices set forth in the Warrant and Note, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes Note which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrant which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrant. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Samples: Securities Purchase Agreement (Associated Automotive Group Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.
(a) On one occasion, for a period commencing 121 days after on the Closing DateFiling Date (as defined in Paragraph 10(c) hereof), but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsNotes, being the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the 1933 Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder holder pursuant to an effective registration statementstatement and provided the registration statement triggering Subscriber's rights under this Paragraph 10.1(b) is not (i) the Current Registration Statement, (ii) a registration statement to be filed to register shares of Common Stock of the Company into which shares of Series H preferred stock of the Company are convertible (including any associated required additional reserve) in connection with the Registration Rights Agreement dated as of June 21, 2002, between the Company and Cxxxxxx Road LLC ("Cxxxxxx") or (iii) a registration statement to be filed to register shares of Common Stock of the Company registered in connection with the Registration Rights Agreement, dated as of July 25, 2002, between the Company and Cxxxxxx (such three registration statements collectively, the "Other Registration Statements"), each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the The Company shall file with the Commission not later than thirty forty-five (3045) days after the Closing Date latest of the effectiveness of or abandonment of or failure to pursue with commercially reasonable diligence the declaration of effectiveness of the Other Registration Statements (as applicable, the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 S-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph Paragraph 10.1(c) and covering the Registrable Securities must be declared effective by the Commission by one hundred and twenty fifty days (120150) of after the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200140% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of Notes. Subject to Paragraph 7(e) hereof, the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securities.
(a) On one occasion, for a period commencing 121 days after the Closing Date, but not later than three years after the Closing Date ("Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering (the Common Stock issued or issuable upon conversion of the Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the Warrants, being the "Registrable Securities"), shall prepare and file with the Commission a registration statement under the Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) shall be limited to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the The Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Samples: Subscription Agreement (Commercial Consolidators Corp)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request REQUEST Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable SecuritiesREGISTRABLE SECURITIES"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 30 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SellerSELLER"). In the event that any registration pursuant to this this
Section 10.1(b9.1 (b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 30 days after of the Closing Date (the "Filing DateFILING DATE"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 120 days (120) of the Closing Date (the as defined herein) ("Effective DateEFFECTIVE DATE"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On In the event that the Registration Statement pursuant to 9.1(b) below is not declared effective by the SEC or is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective), on one occasion, for a period commencing 121 180 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Option Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsOptions issued or to be issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.
1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one registration statement.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the Seller.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the The Company shall file with the Commission not SEC no later than thirty (30) days after the Closing Date January 31, 2002 (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) within 90 days of the Filing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 180 days (120) of the Closing Date (as defined herein) (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Option Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Options and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsOptions which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Options, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Options. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No Except the securities listed on Schedule 4.21 and securities contemplated with the Plus transaction, no securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c9.1(b) except as described on Schedule 10.1without the approval of the Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vertex Interactive Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three two (2) years after the Closing Date (the "Request REQUEST Date"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable SecuritiesREGISTRABLE SECURITIES"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b) without thereby incurring any liability to the SellerIntentionally omitted.
(c) In addition to the registration rights set forth in Sections 10.1(a) and 10.1(b) above, the Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty days (120) of the Closing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200% of the Company Shares issuable at the Conversion Price that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes and one share of Common Stock for each share of Common Stock issuable upon exercise of the Warrants. The Registrable Securities shall be reserved and set aside exclusively for the benefit of the Subscriber, and not issued, employed or reserved for anyone other than the Subscriber. Such registration statement will immediately be amended or additional registration statements will be immediately filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.1.
Appears in 1 contract
Samples: Securities Purchase Agreement (Metropolitan Health Networks Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the Securitiessecurities purchased hereby.
(a) On one occasiontwo occasions, for a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request DateREQUEST DATE"), the Company, upon a written request therefor from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Securities then outstanding, on an as converted basis (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the with respect to all Notes or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrants issued or to be issued hereunder, being being, the "Registrable SecuritiesREGISTRABLE SECURITIES"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a)9.1. As a condition precedent to the inclusion of Registrable Securities, the holder thereof shall provide the Company with such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements.
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for registering the Registrable Securities Xxxxxxxies for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber Purchaser or Holder subsequent holder pursuant to an effective registration statement, each such time it will give at least 25 20 days' prior written notice to the record holder of the Registrable any Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SellerSELLER"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(b) without thereby incurring any liability to the Seller.
(c) In addition If, at the time any written request for registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(a) and 10.1(b) aboveSection 9.1(a), the Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities for the Company's own account, such written request shall be deemed to have been given pursuant to Section 9.1(b) rather than Section 9.1(a), and the rights of the holders of Registrable Securities covered by such written request shall be governed by Section 9.1(b) except that the Company or underwriter, if any, may not withdraw such registration or limit the amount of Registrable Securities included in such registration.
(d) The Company shall file with the Commission not later than thirty (30) SEC within 60 days after of the Closing Date (the "Filing DateFILING DATE"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) within 90 days of the Closing Date in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Securities Act. The registration statement described in this paragraph must be declared effective by the Commission by one hundred and twenty SEC within 150 days (120) of the Closing Date (the as defined herein) ("Effective DateEFFECTIVE DATE"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to 200300% of the Company Warrant Shares and Conversion Shares issuable at the Conversion Price Prices set forth in the Warrants and Notes, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrants which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrants, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrants. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Gosun Communications LTD Inc)
Registration Rights Granted. The Company hereby grants the following registration rights to holders of the SecuritiesPurchaser.
(a) On one occasion, for For a period commencing 121 90 days after the Closing Date, but not later than three four (4) years after the Closing Date (the "Request Date"), the Company, upon a written request therefor ("Request for Registration") therefore from any record holder or holders of more than 50% of the aggregate of the Company's Shares actually issued and issuable upon Conversion of the Notes issued in the Initial Offering Purchaser (the Common Stock Conversion Shares and Warrant Shares issued or issuable upon conversion of the Notes Note or issuable by virtue of ownership of the Notes and issuable upon exercise of the WarrantsWarrant issued hereunder, being being, the "Registrable Securities"), shall prepare and file with the Commission SEC a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request, unless the Company has given the Purchaser a Notice of Registration and/or such Registrable Securities are the subject of an effective registration statement or included for registration in a pending registration statement. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Securities that such registration statement is to be filed and shall include in such registration statement Registrable Securities for which it has received written requests within 10 days after the Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 10.1(a). As a condition precedent to the inclusion Company's preparation and filing of Registrable Securitiesa registration statement, the holder thereof Purchaser shall promptly provide the Company with all such information as the Company reasonably requests. The obligation of the Company under this Section 10.1(a) 9.1 shall be limited to one two registration statementstatements. Notwithstanding the foregoing, if the Note has been fully converted or redeemed in full, then the Purchaser will not have the registration rights with respect to the Warrant Shares set forth in this Section 9.1(a).
(b) If the Company at any time proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available xxx xxxxlable for registering the Registrable Securities for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Subscriber or Holder pursuant subject to an effective registration statement, each such time it will give at least 25 days' prior written notice to the record holder of the Registrable Securities of its intention so to do. Upon the written request of the holder, received by the Company within 15 days after the giving of any such notice by the Company, to register any of the Registrable Securities, the Company will give the Purchaser written notice ("Notice of Registration") to cause such Registrable Securities as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "Seller"). In the event that any registration pursuant to this Section 10.1(b9.1(b) shall be, in whole or in part, an underwritten public offering of common stock Common Stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller Purchaser in writing of any such reduction. Notwithstanding the foregoing forgoing provisions, or Section 10.4 9.1(a) hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 10.1(b9.1(a) or (b) without thereby incurring any liability to the SellerPurchaser, so long as the registration provisions are otherwise complied with by the Company.
(c) In addition If, a Request for Registration is received by the Company pursuant to the registration rights set forth in Sections 10.1(aSection 9.1(a) and 10.1(bthe Company determines to proceed with the preparation and filing of a registration statement under the Securities Act, such Request for Registration shall be deemed to have been given pursuant to Section 9.1(b) aboverather than Section 9.1(a), and the rights of the Purchaser pursuant to such Request for Registration shall be governed by Section 9.1(b).
(d) The Company shall file with the Commission not later than thirty (30) days after the Closing Date (the "Filing Date"), and use its reasonable commercial efforts to cause to be declared effective a Form F-1 SB-2 registration statement (or such other form that it is eligible to use) in order to register the Registrable Securities (as defined herein) for resale and distribution under the 1933 Act. The Securities Act with the SEC within 30 days of written request from the Purchaser, but in no event shall such request be made prior to the reduction of the principal amount of the Note, dated May 16, 2002, to $200,000 (the "Filing Date"), and use its reasonable commercial efforts to cause such registration statement described in this paragraph must to be declared effective by the Commission by one hundred and twenty within 90 days (120) of the Closing Filing Date (the "Effective Date"). The Company will register not less than a number of shares of Common Stock in the aforedescribed registration statement that is equal to the Warrant Shares and 200% of the Company Conversion Shares issuable at the Conversion Price Prices set forth in the Warrant and Note, respectively, that would be in effect on the Closing Date or the date of filing of such registration statement (employing the Conversion Price conversion price which would result in the greater number of Shares), assuming the conversion of 100% of the Notes Note which are then outstanding or issuable hereunder, and at least one share of Common Stock common stock for each common share of Common Stock issuable upon exercise of the WarrantsWarrant which are then outstanding or issuable hereunder (employing the Conversion Price that would result in the greater number of shares). The Registrable Securities shall be reserved and set aside exclusively for the benefit of the SubscriberPurchaser and the holders of the Warrant, as the case may be, and not issued, employed or reserved for anyone other than the SubscriberPurchaser and the holders of the Warrant. Such registration statement will immediately be promptly amended or additional registration statements will be immediately promptly filed by the Company as necessary to register additional Company Shares to allow the public resale of all Common Stock included in and issuable by virtue of the Registrable Securities. No securities of the Company other than the Registrable Securities will be included in the registration statement described in this Section 10.1(c) except as described on Schedule 10.19.1(d).
Appears in 1 contract
Samples: Securities Purchase Agreement (Path 1 Network Technologies Inc)
