Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Securities Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations. 5.2 The Common Shares issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix I, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof. 5.3 The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, this Agreement.
Appears in 1 contract
Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the "Act"), and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, assign or transfer or otherwise dispose of any of the Common Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common the Shares have not been registered under the Securities Act or State Acts Acts, and further realizes that such Common the Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. The Subscriber further recognizes that the Company is not assuming any obligation to register such Common the Shares except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 The Common Shares issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix IShares, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counselcounsel to the holder of such Common Stock, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding .
5.3 Within 45 days after the foregoinglast Closing Date of this Offering, furnishing the Company shall use its best efforts to prepare and file with the SEC on one occasion, a registration statement and such other documents as may be necessary, in the opinion of counsel for the Company, in order to comply with the provisions of the Act so as to permit the registered sale of the Shares for a period of one year from the date of the last Closing Date by each and every holder of Shares who desires to register the sale of the Shares and will keep such registration statement effective for such one year period. Within 30 days after the last Closing Date, the Company shall give each such holder notice at the address of such holder appearing on the register and transfer records of Company of the Company's intention to register the sale of the Shares. The obligations of the Company to give such notice shall be limited to the Subscriber and any entity which at the time the Shares may have been transferred was controlled by the Subscriber, in control of the Subscriber, or otherwise affiliated with the Subscriber which entities, together with the Subscriber, are hereafter referred to as "Offering Holders."
5.4 The obligations of the Company identified in this Section 5 shall be suspended and tolled for such period of time (the "Registration Suspension Period") as is necessary so that under no circumstances shall the registered sale of the Shares by the holders thereof commence within ninety days after the commencement of an underwritten primary public offering of the Company's equity securities (a "Public Offering"). Subscriber acknowledges and agrees that during the Registration Suspension Period it shall not sell any Shares. Subscriber further agrees that it shall, upon request, enter into an agreement with the underwriter of a Public Offering, pursuant to which the Subscriber shall agree not to sell any Shares during the Registration Suspension Period.
5.5 If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of the Shares under the Act for the account of an Offering Holder, the Company will, as promptly as possible:
(a) prepare and file with the SEC a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the requirements of the Act and the rules and regulations promulgated by the SEC thereunder relating to the sale or other disposition of the securities covered by such registration statement;
(c) furnish to each Offering Holder such numbers of copies of a prospectus, including a preliminary prospectus, complying with the requirements of the Act and such other documents as such Offering Holder may reasonably request in order to facilitate the public sale or other disposition of the underlying shares of Common Stock owned by such Offering Holder, but such Offering Holder shall not be entitled to use any selling materials other than a prospectus and such other materials as may be approved by the Company, which approval will not be unreasonably withheld; and
(d) use its best efforts to register or qualify the securities covered by such registration statement under the State Acts as any Offering Holder shall reasonably request, and do any and all such other acts and things as may be necessary or advisable to enable such Offering Holder to consummate the public sale or other disposition of the Shares owned by such Offering Holder in such states; provided, however , that the Company shall not be obligated to register or qualify such securities in any jurisdiction in which such registration or qualification would require the Company to qualify as a foreign corporation or file any general consent to service of process where it is not then so qualified or has not theretofore so consented.
5.6 Except as provided below in this Section 5, the expenses incurred by the Company in connection with action taken by the Company to comply with this Section 5, including, without limitation, all registration and filing fees, printing and delivery expenses, accounting fees, fees and disbursements of counsel to the Company, consultant and expert fees, premiums for liability insurance, if the Company chooses to obtain such insurance, obtained in connection with a registration statement filed to effect such compliance and all expenses, including counsel fees, of complying with State Acts, shall be paid by the Company. All fees and disbursements of any counsel, experts, or consultants employed by any Offering Holder shall be borne by such Offering Holder. The Company shall not be obligated in any way in connection with any registration pursuant to this Section 5 for any selling commissions or discounts payable by any Offering Holder to any underwriter or broker of securities to be sold by such Offering Holder. It shall be a condition precedent to the obligation of the Company to take any transfer action pursuant to this Section 5 that the Company shall have received an undertaking satisfactory to it from each Offering Holder to pay all expenses required to be borne by such Offering Holder and to furnish or cause to be furnished to the Company specifically for use in the preparation of the registration statement and prospectus written information concerning the securities held by such Offering Holder and also concerning any underwriter of such securities and the intended method of disposition thereof and any additional information or documentation as the Company shall reasonably request and as may be required by administrators of the Act or State Acts in connection with the action to be taken by the Company hereunder pursuant to such registration.
5.7 In the event of any registration of shares of Common Shares Stock pursuant to an affiliate this Section 5, the Company will indemnify and hold harmless each Offering Holder, its officers, directors and each underwriter of Subscribersuch securities, including for this purpose if Subscriber is an investment companyand any person who controls such Offering Holder or underwriter within the meaning of Section 15 of the Act, against all claims, actions, losses, damages, liabilities and expenses, joint or several, to which any of such persons may become subject under the Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such securities were registered under the Act, any fund preliminary prospectus or account advised by Subscriber's investment adviser final prospectus contained therein, or any affiliate amendment or supplement thereof.
5.3 The Company hereby grants , or arise out of or are based upon the omission to Subscriber state therein a material fact required to be stated therein or necessary to make the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated intostatements therein not misleading, and made a part of, this Agreement.and
Appears in 1 contract
Transfer and Registration Rights. 5.1 5.1. Subscriber acknowledges that it is acquiring the Common Shares Stock for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the "Act"), and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares Stock in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common SharesStock, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have Stock has not been registered under the Securities Act or State Acts and further realizes that such Common Shares Stock cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares Stock except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Stock under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 5.2. The Common Shares Stock issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares Stock or sale under Rule 144 contemplated in Appendix I, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof.
5.3 5.3. The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, this Agreement.
5.4. Anything in this Section 5 or elsewhere herein to the contrary notwithstanding, it is understood and agreed by the Company (1) that Subscriber has not been asked to agree, nor has he agreed, to desist from purchasing or selling, long and/or short, Common Stock issued by the Company, or "derivative" Common Stock based on Common Stock issued by, the Company or to hold the Common Stock purchased from the Company for any specified term; (2) that past or future open market or other transactions by Subscriber, including short sales, and specifically including, without limitation, short sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the issuer's publicly-traded Common Stock; (3) that Subscriber, and counter parties in "derivative" transactions to which Subscriber is a party, directly or indirectly, have or may have a "short" position in the common stock of the Company, and (4) that Subscriber shall not be deemed to have any affiliation with or control over any arm's length counter-party in any "derivative" transaction.
Appears in 1 contract
Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares Stock for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws ("State Acts"). The Subscriber further agrees that it will not sell, assign, assign or transfer or otherwise dispose of any of the Common Shares Stock in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common Shares have Stock has not been registered under the Securities Act or State Acts and further realizes that such Common Shares Stock cannot be sold unless it is subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. The Subscriber further recognizes that the Company Issuer is not assuming any obligation to register such Common Shares Stock except as expressly set forth herein. The Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Stock under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 The Common Shares Stock issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix IStock, it shall be a condition to any such transfer that the Company Issuer shall be furnished with an opinion of counselcounsel to the holder of such Common Stock, which counsel and opinion shall be reasonably satisfactory to the CompanyIssuer, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding .
5.3 Five months after the foregoingdate of this Agreement, furnishing the Issuer shall use its best efforts to prepare and file with the SEC on one occasion, a registration statement and such other documents as may be necessary in the opinion of both counsel for the Issuer and counsel for the holder or holders of Common Stock representing a majority of such securities (a "Majority Holder"), in order to comply with the provisions of the Act so as to permit, commencing six months after the date of this Agreement, the registered resale of the Common Stock for eighteen (18) consecutive months by each and every holder of the Common Stock who desires to register the resale of their shares of Common Stock. Four and one-half months after the date of this Agreement, the Issuer shall give each holder of the Common Stock notice at the address of such holder appearing on the register and transfer records of Issuer of the Subscription Agreement EXHIBIT A Issuer's intention to register the resale of the Common Stock. The obligations of the Issuer to give such notice shall be limited to the Subscriber and any entity which at the time the Common Stock may have been transferred was controlled by the Subscriber, in control of the Subscriber, or otherwise affiliated with the Subscriber which entities, together with the Subscriber, are hereafter referred to as "Offering Holders."
5.4 The obligations of the Issuer identified in this Section 5 shall be suspended and tolled for such period of time (the "Registration Suspension Period") as is necessary so that under no circumstances shall the registered resale of Common Stock by the holders commence within ninety days after the commencement of an underwritten primary public offering of the Issuer's equity securities (a "Public Offering"). The Subscriber acknowledges and agrees that during the Registration Suspension Period it shall not resell the Common Stock. The Subscriber further agrees that it shall, upon request, enter into an agreement with the underwriter of a Public Offering, pursuant to which the Subscriber shall agree not to resell the Common Stock during the Registration Suspension Period.
5.5 If and whenever the Issuer is required by the provisions of this Agreement to use its best efforts to effect the registration of the Common Stock under the Act for the account of an Offering Holder, the Issuer will, as promptly as possible:
(a) prepare and file with the SEC a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective;
(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the requirements of the Act and the rules and regulations promulgated by the SEC thereunder relating to the sale or other disposition of the securities covered by such registration statement;
(c) furnish to each Offering Holder such numbers of copies of a prospectus, including a preliminary prospectus, complying with the requirements of the Act, and such other documents as such Offering Holder may reasonably request in order to facilitate the public sale or other disposition of the securities owned by such Offering Holder, but such Offering Holder shall not be entitled to use any selling materials other than a condition prospectus and such other materials as may be approved by the Issuer, which approval will not be unreasonably withheld; and
(d) use its best efforts to register or qualify the securities covered by such registration statement under the State Acts as any Offering Holder shall reasonably request, and do any and all such other acts and things as may be necessary or advisable to enable such Offering Holder to consummate the public sale or other disposition of the securities owned by such Offering Holder in such states; provided, however, that the Issuer shall not be obligated to register or qualify such securities in any jurisdiction in which such registration or qualification would require the Issuer to qualify as a foreign corporation or file any general consent to service of process where it is not then so qualified or has not theretofore so consented.
5.6 Except as provided below in this Section 5.6, the expenses incurred by the Issuer in connection with action taken by the Issuer to comply with this Section 5, including, without limitation, all registration and filing fees, printing and delivery expenses, accounting fees, fees and disbursements of counsel, consultant and expert fees, premiums for liability insurance, if Issuer chooses to obtain such insurance, obtained in connection with a registration statement filed to effect such compliance and all expenses, including counsel fees, of complying with State Acts, shall be paid by the Issuer, provided, however, that all such expenses in connection with any amendment or supplement to any transfer registration statement filed by the Issuer hereunder or the related prospectus which is required to be filed more than nine months after the effective date of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, such registration statement because any fund one or account advised by Subscriber's investment adviser more Offering Holders or any affiliate thereof.
5.3 The Company hereby grants underwriter of any such Offering Holder's securities has not effected the disposition of the securities required to Subscriber be registered shall be paid by such one or more Offering Holders pro rata or, in the registration rights set forth case of two or more, in Appendix I attached heretoaccordance with the respective market values of such securities. Appendix I is incorporated into, All fees and made a part of, this Subscription Agreement.
Appears in 1 contract
Transfer and Registration Rights. 5.1 5.1. Subscriber acknowledges that it is acquiring the Common Shares Stock for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the "Act"), and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares Stock in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common SharesStock, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have Stock has not been registered under the Securities Act or State Acts and further realizes that such Common Shares Stock cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares Stock except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Stock under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 5.2. The Common Shares Stock issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares Stock or sale under Rule 144 contemplated in Appendix I, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of Common Shares Stock to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof.
5.3 5.3. The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a ---------- ---------- part of, this Agreement.
Appears in 1 contract
Transfer and Registration Rights. 5.1 5.1. Subscriber acknowledges that it is acquiring the Common Shares Stock for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws ("State Acts"). The Subscriber further agrees that it will not sell, assign, assign or transfer or otherwise dispose of any of the Common Shares Stock in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common Shares have Stock has not been registered under the Securities Act or State Acts and further realizes that such Common Shares Stock cannot be sold unless it is subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. The Subscriber further recognizes that the Company Issuer is not assuming any obligation to register such Common Shares Stock except as expressly set forth herein. The Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Stock under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares Stock at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 5.2. The Common Shares Stock issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix IStock, it shall be a condition to any such transfer that the Company Issuer shall be furnished with an opinion of counselcounsel to the holder of such Common Stock, which counsel and opinion shall be reasonably satisfactory to the CompanyIssuer, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts.
5.3. Notwithstanding Five months after the foregoingdate of this Agreement, furnishing the Issuer shall use its best efforts to prepare and file with the SEC on one occasion, a registration statement and such other documents as may be necessary in the opinion of both counsel shall not be a condition to any transfer for the Issuer and counsel for the holder or holders of Common Shares Stock representing a majority of such securities (a "Majority Holder"), in order to an affiliate comply with the provisions of Subscriberthe Act so as to permit, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof.
5.3 The Company hereby grants to Subscriber commencing six months after the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, date of this Agreement., the registered resale of the Common Stock for eighteen (18) consecutive months by each and every holder of the Common Stock who desires to register the resale of their shares of Common Stock. Four and one-half months after the date of this Agreement, the Issuer shall give each holder of the Common Stock notice at the address of such holder appearing on the register and transfer records of Issuer of the Issuer's intention to register the resale of the Common Stock. The obligations of the Issuer to give such notice shall be limited to the Subscriber and any entity which at the time the Common Stock may have been Subscription Agreement
Appears in 1 contract
Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view Prior to making any distribution or resale thereof within the meaning disposition of the Securities Act and Warrant or of any applicable state or other securities laws ("State Acts")Shares purchased upon exercise of the Warrant, the holder will give written notice to the Company describing briefly the manner of any such proposed disposition. Subscriber further agrees that it The holder will not sell, assign, transfer or otherwise dispose of make any of such disposition until (i) the Common Shares in violation of the Securities Act or State Acts and acknowledges Company has notified him that, in taking unregistered Common Sharesthe opinion of its counsel, registration under the Act is not required with respect to such disposition, or (ii) a Registration Statement covering the proposed distribution has been filed by the Company and has become effective. The Company agrees that, upon receipt of written notice from the holder hereof with respect to such proposed distribution, it must continue will use its best efforts, in the consultation with the holder's counsel, to bear economic risk ascertain as promptly as possible whether or not registration is required, and will advise the holder promptly with respect thereto, and the holder will cooperate in regard providing the Company with information necessary to its investment for an indefinite period make such determination. If, at any time prior to the expiration of time because of seven (7) years from the fact that such Common Shares have not been registered date hereof, the Company shall propose to file any Registration Statement (other than any registration on Forms X-0, X-0 or any other similarly inappropriate form or Registration Statement with respect to a public offering in which there are no selling shareholders) under the Securities Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares except of 1933, as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status amended, covering a public offering of the Common Shares under Company's securities, it will notify the Securities Act holder hereof at least thirty (30) days prior to each such filing and State Acts may be placed on will include in the face Registration Statement (to the extent permitted by applicable regulation), the shares purchased by the holder or purchasable by the holder upon the exercise of the certificates for such Common Shares at the time of their transfer and delivery Warrant to the extent requested by the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 The Common Shares issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix I, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Actshereof. Notwithstanding the foregoing, furnishing the number of shares of the holders of the Warrants proposed to be registered thereby shall be reduced pro rata with any other selling shareholder (other than the Company) upon the reasonable request of the managing underwriter of such opinion offering. If the Registration Statement or Offering Statement filed pursuant to such thirty (30) day notice has not become effective within six months following the date such notice is given to the holder hereof, the Company must again notify such holder in the manner provided above. At any time prior to the expiration of five (5) years from the date hereof, and provided that a registration statement on Form S-3 (or its equivalent) is then available to the Company, and on a one-time basis only, if the holders of 50% or more of the Warrants and/or the Shares acquired upon exercise of the Warrants request the registration of the Shares on Form S-3 (or its equivalent), the Company shall promptly thereafter use its best efforts to effect the registration under the Securities Act of 1933, as amended, of all such shares which such holders request in writing to be so registered, and in a manner corresponding to the methods of distribution described in such holders' request. All expenses of any such registrations referred to in this Section 4, except the fees of counsel to and accountants for such holders and underwriting commissions or discounts, filing fees, and any transfer or other taxes applicable to such shares, shall be borne by the Company. Upon effectiveness of a Registration Statement which includes Common Stock purchased or purchasable upon the exercise of this Warrant in accordance with a valid demand under this Section 4, the rights under this Warrant of all holders to make another such demand shall terminate. Each purchaser or transferee of a portion of this Warrant is responsible to determine whether his or her demand rights under this paragraph have been terminated by such an exercise. Any Warrants issued upon transfers subsequent to such an exercise shall have all of the demand registration provisions under this Section 4 deleted. The Company will mail to each record holder, at the last known post office address, written notice of any exercise of the rights granted under this paragraph 4, by certified or registered mail, return receipt requested, and each holder shall have twenty (20) days from the date of deposit of such notice in the U.S. Mail to notify the Company in writing whether such holder wishes to join in such exercise. The Company will furnish the holder hereof with a reasonable number of copies of any prospectus included in such filings and will amend or supplement the same as required during the period of required use thereof. The Company will maintain, at its expense, the effectiveness of any Registration Statement or the Offering Statement filed by the Company, whether or not be a condition at the request of the holder hereof, for at least six (6) months following the effective date thereof. In the case of the filing of any Registration Statement, and to the extent permissible under the Securities Act of 1933, as amended, and controlling precedent thereunder, the Company and the holder hereof shall provide cross indemnification agreements to each other in customary scope covering the accuracy and completeness of the information furnished by each. The holder of the Warrant agrees to cooperate with the Company in the preparation and filing of any such Registration Statement or Offering Statement, and in the furnishing of information concerning the holder for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under the Act as to any transfer proposed distribution. The Registration Rights described in this Section 4 shall terminate as to any holder when all such holder's shares are eligible for resale under Rule 144 (or successor rule) of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereofthe Securities Act.
5.3 The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, this Agreement.
Appears in 1 contract
Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the “Act”), and any applicable state or other securities laws ("“State Acts"”). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Securities Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's ’s above representations.
5.2 The Common Shares issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix IShares, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the holder of such Shares, reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof.
5.3 The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, this Agreement.
Appears in 1 contract
Transfer and Registration Rights. 5.1 Subscriber acknowledges that it is acquiring the Common Shares for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Shares, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that such Common Shares have not been registered under the Securities Act or State Acts and further realizes that such Common Shares cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 The Common Shares issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix I, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof.
5.3 The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, this Agreement.
Appears in 1 contract
Transfer and Registration Rights. 5.1 Section 13.1 Subscriber acknowledges that it is acquiring the Common Shares Securities for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the "Act"), and any applicable state or other securities laws ("State Acts"). Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Common Shares Securities in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered Common Sharessecurities, it must continue to bear the economic risk in regard to of its investment for an indefinite period of time because of the fact that such Common Shares Securities have not been registered under the Securities Act or State Acts and further realizes that such Common Shares Securities cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register such Common Shares Securities except as expressly set forth herein. Subscriber also acknowledges that appropriate legends reflecting the status of the Common Shares Securities under the Securities Act and State Acts may be placed on the face of the certificates for such Common Shares Securities at the time of their transfer and delivery to the holder thereof. This Agreement is made with Subscriber in reliance upon Subscriber's above representations.
5.2 Section 13.2 The Common Shares Securities issued pursuant to this Agreement may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. Except as provided hereafter with respect to registration of the Common Shares or sale under Rule 144 contemplated in Appendix ISecurities, it shall be a condition to any such transfer that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts. Notwithstanding the foregoingholder of such Securities, furnishing such opinion of counsel shall not be a condition to any transfer of Common Shares to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber's investment adviser or any affiliate thereof.
5.3 The Company hereby grants to Subscriber the registration rights set forth in Appendix I attached hereto. Appendix I is incorporated into, and made a part of, this Agreement.reasonably
Appears in 1 contract
Samples: Subscription Agreement (Information Architects Corp)
