Reports Under the Exchange Act. With a view to making available to the Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following: (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder. (c) The Company shall furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (TXP Corp), Registration Rights Agreement (Homeland Security Capital CORP)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Note, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Standby Equity Purchase Agreement (AGBA Group Holding Ltd.), Registration Rights Agreement (AGBA Group Holding Ltd.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement requirements of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (uCloudlink Group Inc.), Registration Rights Agreement (Jiuzi Holdings, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rubicon Technologies, Inc.), Registration Rights Agreement (Xos, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, Shares the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement requirements in all material respects of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Share Purchase Agreement (Captivision Inc.), Registration Rights Agreement (Captivision Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers pursuant to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible DebenturesRegistration on a Shelf Registration Statement, the Company represents, warrants, and covenants agrees to the followinguse reasonable best efforts to:
(a) The make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times so long as the Company is remains subject to the periodic reporting requirements of section under Sections 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsAct;
(b) During the Registration Period, the Company shall file with the SEC Commission in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the all U.S. Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Laws;
(c) The Company shall promptly furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly the Investor upon request, request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144all U.S. Securities Laws or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to a Shelf Registration Statement, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing the Investor of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to permit a Shelf Registration Statement; and
(d) if the Buyers Company is no longer subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act, prepare and furnish to the Investor and make publicly available in accordance with Rule 144(c) such information as is required for the Investor to sell shares under Rule 144, and take such securities pursuant further action as any holder of the Investor shares may reasonably request to the extent required from time to time to enable such Person to sell the shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 without registration144.
Appears in 2 contracts
Samples: Investor Rights Agreement (Weichai America Corp.), Investor Rights Agreement (Power Solutions International, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Notes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has timely filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nukkleus Inc.), Registration Rights Agreement (Armlogi Holding Corp.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers pursuant to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible DebenturesRegistration on a Shelf Registration Statement, the Company represents, warrants, and covenants to the followingagrees to:
(a) The make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times so long as the Company is remains subject to the periodic reporting requirements of section under Sections 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsAct;
(b) During the Registration Period, the Company shall file with the SEC Commission in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the all U.S. Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Laws;
(c) The Company shall promptly furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly the Investor upon request, request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144all U.S. Securities Laws or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to a Shelf Registration Statement, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing the Investor of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to permit a Shelf Registration Statement; and
(d) if the Buyers Company is no longer subject to the periodic reporting requirements under Section 13 or 15(d) of the Exchange Act, prepare and furnish to the Investor and make publicly available in accordance with Rule 144(c) such information as is required for the Investor to sell the Investor Shares under Rule 144, and take such securities pursuant further action as any holder of the Investor Shares may reasonably request to the extent required from time to time to enable such Person to sell the Investor Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 without registration144.
Appears in 2 contracts
Samples: Investor Rights Agreement (Alibaba Group Holding LTD), Investor Rights Agreement (Ali YK Investment Holding LTD)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Galaxy Next Generation, Inc.), Registration Rights Agreement (Seedo Corp.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesNotes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that the filings prior to any permitted filing deadline extension under Rule 12b-25 under the Exchange Act shall be deemed timely and it being further understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Notes or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (New Era Helium Inc.), Registration Rights Agreement (New Era Helium Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesNotes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Powerbridge Technologies Co., Ltd.), Registration Rights Agreement (Powerbridge Technologies Co., Ltd.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Notes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement requirements in all material respects of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Standby Equity Purchase Agreement (Celularity Inc), Registration Rights Agreement (Celularity Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Note, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vsee Health, Inc.), Registration Rights Agreement (Digital Health Acquisition Corp.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)and, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesOption, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase AgreementOption) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual Annual Report on From 10-K or quarterly report Quarterly Report on Form 10-Q of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (iQSTEL Inc), Registration Rights Agreement (iQSTEL Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section Section 13 or 15(d) of the Exchange Act and has filed all required reports under section Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Reciprocal Standby Equity Purchase Agreement (SMX (Security Matters) Public LTD Co), Registration Rights Agreement (Lionheart III Corp)
Reports Under the Exchange Act. With a view to making available to the Buyers Covered Holders and Warrant Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company representsagrees, warrants, and covenants to after is shall have first become current in the followingfiling of its periodic reports with the Commission (it being acknowledged by all parties hereto that the Company is delinquent in the filing of periodic reports with the Commission as of the date hereof) to:
(a) The Company is subject use its reasonable best efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall use its reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act (it being understood that nothing herein shall limit so long as the Company’s obligations under Company remains subject to such requirements and the Securities Purchase Agreement) and filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144; and
(c) The Company shall furnish to each Buyer Covered Holder and Warrant Holder so long as such Buyer Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers such Holders to sell such securities pursuant to Rule 144 without registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (New Horizons Worldwide Inc), Registration Rights Agreement (New Horizons Worldwide Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Holder the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyers investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(ai) The make and keep adequate public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of any Registration Statement filed by the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportshereunder;
(bii) During the Registration Period, the Company shall use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 4(a) of the Securities Purchase Agreement) and the filing of such reports shall conform and other documents is required for the applicable provisions of Rule 144 at any time after the Company has become subject to such reporting requirements; and
(iii) furnish to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer Holder so long as such Buyer the Holder owns Registrable Securities, promptly upon request, : (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements) and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Holder to sell such securities pursuant to Rule 144 without registrationregistration (at any time after the Company has become subject to the reporting requirements under the Exchange Act).
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject use its commercially reasonable efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall use its commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the Company’s most recent annual or quarterly financial report filed with the Commission on a Report of Foreign Private Issuer on Form 6-K and a copy of the Company Company’s most recent Annual Report on Form 20-F filed with the Commission under the Exchange Act, and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyers Holders to sell securities of the Company and the Guarantors to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingGuarantors agree to:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all reports and other documents required reports of the Company and the Guarantors under section 13 or 15(d) of the Securities Act and the Exchange Act (it being understood that nothing herein shall limit so long as the Company’s obligations under Company and the Securities Purchase Agreement) Guarantors remain subject to such requirements and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144; and
(c) The Company shall furnish to each Buyer Holder so long as such Buyer Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company and the Guarantors, if true, that it has they have complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) unless available on XXXXX, a copy of the most recent annual or quarterly report of the Company and the Guarantors and such other reports and documents so filed by the CompanyCompany and the Guarantors, and (iii) such other information as may be reasonably requested to permit the Buyers Holders to sell such securities pursuant to Rule 144 without registration; provided that the Holders shall accept certificates and opinions from the Company’s general counsel as satisfying the Company’s and the Guarantors’ requirement under this clause (iii) only to the extent such certificates and opinions are acceptable to the Company’s and the Guarantors’ transfer agent in order for the Company’s and the Guarantors’ transfer agent to transfer legend free securities.
Appears in 1 contract
Samples: Purchase Agreement (GeoEye, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyers each Purchaser to sell securities of the Company to the public public, so long as the Registration Statement is effective and such Purchaser holds Registrable Securities, without registration (“Rule "RULE 144”"), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(aI) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner and make and keep available all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5.2 of the Securities Common Stock Purchase Agreement) and the filing and availability of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144; and
(cII) The Company shall furnish to each Buyer Purchaser so long as such Buyer Purchaser owns shares of Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Purchasers to sell such securities pursuant to under Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Idera Pharmaceuticals, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“"Rule 144”"), and as a material inducement to the Buyer’s Investor's purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s 's obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Galaxy Next Generation, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyers Purchasers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject to make and keep adequate public information available, as those terms are understood and defined in Rule 144, at all times after the reporting requirements of section 13 or 15(d) effective date of the Exchange Act and has registration statement filed all required reports under section 13 or 15(d) of by the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsCompany hereunder;
(b) During the Registration Period, the Company shall use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 4(a) of the Securities Purchase Agreement) and the filing of such reports shall conform and other documents is required for the applicable provisions of Rule 144 at any time after the Company has become subject to the requirement of the Exchange Act and the SEC for filing thereunder.such reporting requirements; and
(c) The Company shall furnish to each Buyer Purchaser so long as such Buyer Purchaser owns Registrable Securities, promptly upon request, : (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements) and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Purchasers to sell such securities pursuant to Rule 144 without registrationregistration (at any time after the Company has become subject to the reporting requirements under the Exchange Act).
Appears in 1 contract
Samples: Registration Rights Agreement (Broadcast International Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC Commission that may at any time permit the Buyers Holders to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debenturesregistration, the Company represents, warrants, and covenants agrees to the followinguse reasonable best efforts to:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer Holder so long as such Buyer Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Holders to sell such securities pursuant to Rule 144 without registration; and
(d) procure the removal of the restrictive legend on the Registrable Securities held by a Holder as soon as reasonably practicable following the receipt by the Company of a request for such removal; provided that the request is received at least six month’s following the date that such Shares are issued pursuant to this Agreement.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesDebenture, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Castor Maritime Inc.)
Reports Under the Exchange Act. With So long as the Investor owns Registrable Securities, with a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) Make and keep available public information available, as those terms are understood and defined in Rule 144;
(b) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(bc) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(cd) The Company shall Electronically furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Samsara Luggage, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers each Holder the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC 12 CPAM: 9910021.10 Securities and Exchange Commission that may at any time permit the Buyers a Holder to sell securities of the Company to the public without registration (“Rule 144”), at all times during which there are Registrable Securities outstanding that have not been previously (i) sold to or through a broker or dealer or underwriter in a public distribution or (ii) sold in a transaction exempt from the registration and as a material inducement to the Buyer’s purchase prospectus delivery requirements of the Convertible DebenturesSecurities Act under Section 4(1) thereof, in the case of either clause (i) or clause (ii) in such a manner that, upon the consummation of such sale, all transfer restrictions and restrictive legends with respect to such shares are removed upon the consummation of such sale, the Company represents, warrants, and covenants agrees to the followinguse its commercially reasonable efforts to:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall file with the SEC Securities and Exchange Commission in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the Securities Purchase Agreement) Exchange Act, so long as the Company remains subject to such requirements and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144; and
(c) The Company shall furnish to each Buyer Holder, promptly upon request so long as such Buyer Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers each Holder to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Holders the benefits of SEC Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC that may at any time permit the Buyers a Holder to sell securities of the Company to the public Warrant Shares without registration (“Rule 144”)registration, and Galera shall, so long as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingHolder still holds Warrants or Warrant Shares:
(a) The Company is subject make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, to the reporting requirements of section 13 or 15(d) extent that adequate public information is required under SEC Rule 144 for the sale of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsWarrant Shares;
(b) During the Registration Period, the Company shall use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Galera under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Exchange Act; and
(c) The Company shall furnish to each Buyer any Holder, so long as such Buyer the Holder owns Registrable Securitiesany Warrant Shares, promptly forthwith upon request, request (i) to the extent accurate, a written statement by the Company Galera that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act; (ii) a copy of the most recent annual or quarterly report of the Company Galera and such other reports and documents so filed by the Company, Galera; and (iii) such other information as may be reasonably requested to permit in availing any Holder of any rule or regulation of the Buyers to sell SEC that permits the selling of any such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Galera Therapeutics, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Notes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that the filings prior to any permitted filing deadline extension under Rule 12b-25 unde the Exchange Act shall be deemd timely and it being further understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Coeptis Therapeutics Holdings, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company representsagrees, warrantsbeginning August 14, and covenants 2025 (at which time the Company’s securities may be eligible for resale under rule 144, to do all of the following:
(a) The Company is subject use its commercially reasonable efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall use its commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor, so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions, and instructions to the Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Samples: Registration Rights Agreement (Silexion Therapeutics Corp)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)and, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual Annual Report on From 10-K or quarterly report Quarterly Report on Form 10-Q of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Kona Gold Beverage, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Notes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has timely filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly (if applicable) report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Baijiayun Group LTD)
Reports Under the Exchange Act. With a view to making available to the Buyers holders of the Buyer Common Stock the benefits of SEC Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC that may at any time permit the Buyers a holder to sell securities of the Company Buyer to the public without registration registration, Buyer shall at all times beginning on the date that is six (“Rule 144”), and as a material inducement to 6) months following the Buyer’s purchase of Closing Date until the Convertible Debentures, date that is one (1) year following the Company represents, warrants, and covenants to the followingClosing Date:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep available adequate current public information, other than Form 8-K reportsas those terms are understood and defined in SEC Rule 144;
(b) During the Registration Period, the Company shall use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Buyer under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Exchange Act;
(c) The Company shall furnish to each Seller or any holder of the Buyer Common Stock that acquires shares of Buyer Common Stock pursuant to Section 5.14, which are marked with a legend restricting transfer thereof, so long as such holder owns any Buyer owns Registrable SecuritiesCommon Stock, promptly forthwith upon request, : (i) to the extent accurate, a written statement by the Company Buyer that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act; and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit in availing any such holder of any rule or regulation of the Buyers to sell SEC that permits the selling of any such securities pursuant to Rule 144 without registration; and
(d) notify Seller in writing as soon as practicable in the event Buyer has failed to comply with, or reasonably believes it will be unable to comply with, subsections (a) and (b) above.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesShares, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section Section 13 or 15(d) of the Exchange Act and has filed all required reports under section Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Aeva Technologies, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement requirements of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Medalist Diversified REIT, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“"Rule 144”"), and as a material inducement to the Buyer’s Investor's purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s 's obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company representsagrees, warrantsbeginning January 31, and covenants to 2025 (at which time the followingCompany’s securities may be eligible for resale under rule 144), to:
(a) The Company is subject use its commercially reasonable efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall use its commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor, so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Samples: Registration Rights Agreement (Psyence Biomedical Ltd.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall use its best efforts to file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly interim report of the Company and such other reports and documents so filed by the Company, which copies may be in electronic form, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject so long as the Investor owns Registrable Securities, use its reasonable best efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During so long as the Registration PeriodInvestor owns Registrable Securities, the Company shall use its reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Samples: Registration Rights Agreement (Adial Pharmaceuticals, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement requirements of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesNewly Issued Shares, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Business Combination Agreement (Greenrose Acquisition Corp.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject use its best efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Perioduse its best efforts to file or furnish, the Company shall file as applicable, with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor, so long as such Buyer the Investor owns Registrable SecuritiesSecurities or may receive Registrable Securities under the Purchase Agreement, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual report or quarterly interim financial report of the Company and such other reports and documents so filed or furnished, as applicable, by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent without unreasonable delay as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker in their efforts to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Samples: Registration Rights Agreement (TH International LTD)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesDebenture, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section Section 13 or 15(d) of the Exchange Act and has filed all required reports under section Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany but only to the extent that such reports and documents which are not publicly available through EXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act, or a registration statement pursuant to the Securities Act, then, with a view to making available to the Buyers Holders the benefits of Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC that may at any time permit the Buyers a Holder to sell securities of the Company to the public without registration (“Rule 144”), and as or pursuant to a material inducement to the Buyer’s purchase of the Convertible Debenturesregistration on Form S-3, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject to make and keep public information available, as those terms are understood and defined in Rule 144 under the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed Securities Act, at all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportstimes;
(b) During take such action, including the Registration Periodvoluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Company shall Holders to utilize Form S-3 for the sale of their Registrable Securities;
(c) file with the SEC in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Exchange Act; and
(cd) The Company shall furnish to each Buyer any Holder, so long as such Buyer the Holder owns any Registrable Securities, promptly forthwith upon request, request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144144 under the Securities Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit in availing any Holder of any rule or regulation of the Buyers to sell SEC which permits the selling of any such securities without registration or pursuant to Rule 144 without registrationsuch form.
Appears in 1 contract
Samples: Shareholders Rights Agreement (Ultimate Software Group Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Buyers investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject to make and keep adequate public information available, as those terms are understood and defined in Rule 144, at all times after the reporting requirements of section 13 or 15(d) effective date of the Exchange Act and has registration statement filed all required reports under section 13 or 15(d) of by the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsCompany hereunder;
(b) During the Registration Period, the Company shall use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 4(a) of the Securities Purchase Agreement) and the filing of such reports shall conform and other documents is required for the applicable provisions of Rule 144 at any time after the Company has become subject to the requirement of the Exchange Act and the SEC for filing thereunder.such reporting requirements; and
(c) The Company shall furnish to each Buyer Purchaser so long as such Buyer Purchaser owns Registrable Securities, promptly upon request, : (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements) and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Purchasers to sell such securities pursuant to Rule 144 without registrationregistration (at any time after the Company has become subject to the reporting requirements under the Exchange Act).
Appears in 1 contract
Samples: Registration Rights Agreement (Crossroads Systems Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation certain rules and regulations of the SEC Commission, including Rule 144, that may at any time permit the Buyers an Investor to sell securities of the Company to the public without registration (“Rule 144”), and as or pursuant to a material inducement to the Buyer’s purchase of the Convertible Debenturesregistration statement on Form S-1 or Form S-3, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsClosing Date;
(b) During take such action, including the Registration Periodvoluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Company shall Investors to utilize Form S-1 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the registration statement is declared effective;
(c) file with the SEC Commission in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Exchange Act; and
(cd) The Company shall furnish to each Buyer any Investor, so long as such Buyer the Investor owns any Registrable Securities, promptly forthwith upon request, request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144144 the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-1 or Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit in availing any Investor of any rule or regulation of the Buyers to sell Commission that permits the selling of any such securities without registration or pursuant to Rule 144 without registrationsuch form.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Holders the benefits of SEC Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC Commission that may at any time permit the Buyers a Holder to sell securities of the Company to the public without registration (“Rule 144”)registration, and as with a material inducement view to making it possible for Holders to have the Buyer’s purchase resale of the Convertible DebenturesRegistrable Securities registered pursuant to a registration statement on Form S-3, the Company represents, warrants, and covenants to the followingshall use its best efforts to:
(ai) The make and keep adequate public information available, as those terms are understood and defined in SEC Rule 144, for so long as the Company is subject to the periodic reporting requirements of section under Section 13 or Section 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsAct;
(bii) During take such action as is necessary to enable the Registration Period, Holders to utilize Form S-3 for the Company shall sale of their Registrable Securities;
(iii) file with the SEC Commission in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.Exchange Act; and
(civ) The Company shall furnish to each Buyer any Holder, so long as such Buyer the Holder owns any Registrable Securities, promptly forthwith upon request, request (iA) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (iiat any time after it has become subject to such reporting requirements), or as to its qualification as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (B) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iiiC) such other information documents as may be reasonably requested to permit in availing any Holder of any rule or regulation of the Buyers to sell Commission which permits the selling of any such securities without registration or pursuant to Rule 144 without registrationsuch form.
Appears in 1 contract
Samples: Investor Rights Agreement (Condor Hospitality Trust, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Licensor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Licensor to sell securities of the Company to the public without registration (“Rule 144”) the Company agrees, upon becoming a publicly reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to:
a. make and as a material inducement to keep public information available (from the Buyer’s purchase of the Convertible Debentures, date the Company represents, warrants, and covenants to the following:
(a) The Company is becomes subject to the periodic reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reportsAct), other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall b. file with the SEC in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase AgreementSection 6 hereof) and the filing of such reports shall conform and other documents is required for the applicable provisions of Rule 144; and
c. furnish to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer Licensor, so long as such Buyer the Licensor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers to sell such securities pursuant to Rule 144 without registration.and
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Current Report on Form 8-K reportsK;
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.; and
(c) The Company shall furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Intrepid Technology & Resources, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesDebenture, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and which obligation may be met by directing the Investor to xxx.xxx.xxx (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (CLS Holdings USA, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Taronis Technologies, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Holders to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerHolder’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement and the Consulting Agreement, as applicable) and such reports shall conform to the requirement requirements of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Holder so long as such Buyer Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Holders to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Dragon Victory International LTD)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject so long as the Investor owns Registrable Securities, use its reasonable best efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During so long as the Registration PeriodInvestor owns Registrable Securities, the Company shall use its reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPreferred, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section Section 13 or 15(d) of the Exchange Act and has filed all required reports under section Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) ), and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer so the Investor as long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Titan Pharmaceuticals Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesUnits, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, 144 and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports,
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Exchange Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company representsagrees, warrantsbeginning September 29, and covenants to 2024 (at which time the followingOrdinary Shares may be eligible for resale under Rule 144), to:
(a) The Company is subject use its commercially reasonable efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall use its commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor, so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly semi-annual report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration; and
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesSecurities, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Note, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than the Company’s Form 810-K reportsQ for its first fiscal quarter of 2024 in connection with the dismissal of BX Xxxxxxx as its independent public accountant.
(b) During the Registration Period, other than the Company’s Form 10-Q for its first fiscal quarter of 2024 in connection with the dismissal of BX Xxxxxxx as its independent public accountant, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform in all material respects to the requirement requirements of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany reasonably requested by the Investor, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 86-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investors to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Tanzanian Gold Corp)
Reports Under the Exchange Act. With a view to making available to the Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 4.3 of the Securities Purchase Agreement) and the filing and availability of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144; and
(c) The Company shall furnish 8.2 Furnish to each Buyer Purchaser so long as such Buyer owns Purchaser holds Convertible Securities, the Warrant or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Purchasers to sell such securities pursuant to Rule 144 without registration. This Section 8.2 shall not apply in the event all of the Registrable Securities are registered on a Registration Statement declared effective by the SEC and which is immediately available for use for the sale or transfer of the Registrable Securities herein, or two years has lapsed since the date of this agreement and the Securities may be sold or transferred in reliance on Section (k) of Rule 144 of the Securities Act of 1933.
Appears in 1 contract
Samples: Securities Purchase Agreement (Online System Services Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of Investor entering into the Convertible DebenturesTransaction Documents, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesPromissory Notes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and and, other than as disclosed on Schedule B hereto, has timely filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Atlantic Coastal Acquisition Corp. II)
Reports Under the Exchange Act. With a view to making available to the Buyers Holders the benefits of Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC Commission that may at any time permit the Buyers such Holder to sell securities of the Company to the public without registration (“Rule 144”), and as with a material inducement view to making it possible for Holders to register the Buyer’s purchase of the Convertible DebenturesRegistrable Shares pursuant to a registration statement on Form S-3, the Company represents, warrants, and covenants agrees from the date hereof to the followinguse its best efforts to:
(a) The Company is subject to make and keep public information available, as those terms are understood and defined in Rule 144 under the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reportsSecurities Act;
(b) During the Registration Period, the Company shall file with the SEC Commission in a timely manner all reports and other documents required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations Company under the Securities Purchase Agreement) Act and the Exchange Act, so long as the Company remains subject to such requirements and the filing of such reports shall conform and other documents are required for the applicable provisions of Rule 144 to apply;
(c) file with the requirement Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act and take such other actions as will permit Holders to use Form S-3 for the SEC for filing thereunder.resale of their Registrable Shares; and
(cd) The Company shall furnish to each Buyer so long as such Buyer owns Registrable Securities, promptly any Holder forthwith upon request, request (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or as to its qualification as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested to permit in availing any Holder of any rule or regulation of the Buyers to sell Commission that permits the selling of any such securities without registration or pursuant to Rule 144 without registrationsuch form.
Appears in 1 contract
Samples: Registration Rights Agreement (Orion Healthcorp Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible DebenturesShares, the Company represents, warrants, and covenants to the following, for so long as Investor holds Registrable Securities:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Subscription Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debenturesregistration, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase AgreementSEPA) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Acreage Holdings, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Treasure Global Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the Buyer’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the followingagrees to:
(a) The Company is subject use its commercially reasonable efforts to the reporting requirements of section 13 or 15(d) of the Exchange Act make and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports)keep public information available, other than Form 8-K reportsas those terms are understood and defined in Rule 144;
(b) During the Registration Period, the Company shall use its commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required reports of the Company under section 13 or 15(d) of the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports shall conform to and other documents is required for the requirement applicable provisions of the Exchange Act and the SEC for filing thereunder.Rule 144;
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer the Investor owns Registrable SecuritiesSecurities (or securities that have ceased to be Registrable Securities pursuant to Section 2(f))(iii), promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration;
(d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent without unreasonable delay as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker in their efforts to effect such sale of securities pursuant to Rule 144; and
(e) promptly inform the Investor once the securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Sonnet BioTherapeutics Holdings, Inc.)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investors to sell securities of the Company to the public without registration (“Rule 144”), and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy copy, which may be in the form of a link to the public filing of such report at wxx.XXX.xxx, of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Kraig Biocraft Laboratories, Inc)
Reports Under the Exchange Act. With a view to making available to the Buyers Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Buyers Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, and as a material inducement to the BuyerInvestor’s purchase of the Convertible Debentures, Shares the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall use its commercially reasonable best efforts to file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement in all material respects of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to each Buyer the Investor so long as such Buyer Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Buyers Investor to sell such securities pursuant to Rule 144 without registration. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EXXXX system shall be deemed “furnished to the Investor” hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Direct Digital Holdings, Inc.)
