Underlying Securities Registration Statement definition

Underlying Securities Registration Statement means a registration statement that meets the requirement of the Registration Rights Agreement and registers the resale of all Underlying Shares by the recipient thereof, who shall be named as a "selling stockholder" thereunder.

Underlying Securities Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

Underlying Securities Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

Examples of Underlying Securities Registration Statement in a sentence

• The Company covenants that all shares of the Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying Securities Registration Statement has been declared effective under the Securities Act, freely tradeable.

• A "Triggering Event" means (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgement, decree or order of any court, or any order, rule or regulation of any administrative or governmental body) the failure of an Underlying Securities Registration Statement to be filed with the Commission on or prior to the 45th day after the Original Issue Date.

• The Company consents to the use of the Disclosure Materials, and any amendments and supplements thereto, by the Purchasers in connection with resales of Securities other than pursuant to an effective Underlying Securities Registration Statement.

• Subject to the provisions in this paragraph, the principal amount of Debentures for which Conversion Notices have not previously been received or for which prepayment has not been made or required hereunder shall be automatically converted on the second anniversary of the date that the Commission declares effective an Underlying Securities Registration Statement, at the Conversion Price on such date.

• Pursuant to the terms of the Registration Rights Agreement, the Company is obligated, among other things, to file a registration statement registering for resale the Warrant Shares and naming the Holder as a selling stockholder thereunder (the "Underlying Securities Registration Statement").

More Definitions of Underlying Securities Registration Statement

Underlying Securities Registration Statement means a registration statement under the Securities Act prepared by the Company and filed with the Commission in accordance with the Registration Rights Agreement, covering the resale of the Underlying Shares and naming the Holders as "selling stockholders" thereunder.

Underlying Securities Registration Statement means an amended registration statement meeting the requirements set forth in the Registration Rights Agreement, covering, among other things, the resale of the Initial Registrable Securities (as defined in the Registration Rights Agreement ) and the Underlying Shares and naming the Holder as a "selling stockholder" thereunder, provided, however, that in the event that the Initial Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Commission on or prior to the Filing Date (as defined in the Registration Rights Agreement), the term "Underlying Securities Registration Statement" shall mean a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

Underlying Securities Registration Statement shall have the meaning set forth in Section 3.1(f).

Underlying Securities Registration Statement means the registration statement filed by the Company, pursuant to the Registration Rights Agreement, covering the Underlying Shares and the Warrant Shares.

Underlying Securities Registration Statement means the Registration Statement (as defined in the Registration Rights Agreement, to be amended within thirty (30) days of Closing (as defined in the Purchase Agreement).

Underlying Securities Registration Statement means the Registration Statement (as defined in the Registration Rights Agreement) to be filed within thirty (30) days of Closing (as defined in the Purchase Agreement).

Underlying Securities Registration Statement means a registration statement under the Securities Act prepared by the Company and filed with the Commission in accordance with the Registration Rights Agreement, covering the resale of the Underlying Shares and naming the holders of the Preferred Stock as "selling stockholders" thereunder. EXHIBIT A NOTICE OF CONVERSION (To be executed by the registered holder in order to convert shares of Preferred Stock) The undersigned hereby elects to convert the number of shares of Series C Convertible Preferred Stock indicated below, into shares of Common Stock, par value $.0001 per share (the "Common Stock"), of fonix corporation (the "Company") according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. Conversion calculations: _____________________________________________ Date to effect conversion _____________________________________________ Number of shares of Preferred Stock to be converted ______________________________________________ Number of shares of Common Stock to be issued _____________________________________________ Applicable conversion price _____________________________________________ Name of Holder _____________________________________________ ______________________________________________ Address of Holder __________________________________ Authorized Signature EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 24, 1997, by and among fonix corporation, a Delaware corporation (the "Company"), JNC Opportunity Fund Ltd., a Cayman Islands corporation ("JNC"), and Diversified Strategies Fund, L.P., an Illinois limited partnership ("DSF"). JNC and DSF are each a "Purchaser" and are, collectively the "Purchasers." This Agreement is made pursuant to the Convertible Stock Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement"). The Company and the Purchasers hereby agree as follows: