Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities, except for any securities pursuant to the Registration Rights Agreement between the Company and PointSource Technologies, LLC executed on January 26, 2005.
Appears in 1 contract
Sources: Registration Rights Agreement (Jmar Technologies Inc)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities in any manner that leaves the Common Stock so transferred ineligible for resale without registration, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities, Required Holders except for any securities pursuant up to 66,672 shares of Common Stock (or up to 83,340 shares of Common Stock in the event that Additional Units (as defined in the Securities Purchase Agreement) are issued) issuable by the Company upon exercise of warrants issued by the Company to the Registration Rights Agreement between Placement Agent (as defined in the Company and PointSource Technologies, LLC executed Securities Purchase Agreement) on January 26, 2005the Closing Date.
Appears in 1 contract
Sources: Registration Rights Agreement (AeroGrow International, Inc.)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities, Required Holders except for any securities pursuant up to 2,597,424 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to the Registration Rights Agreement between Placement Agent (as defined in the Company and PointSource Technologies, LLC executed Securities Purchase Agreement) on January 26, 2005the Closing Date.
Appears in 1 contract
Sources: Registration Rights Agreement (Applied Spectrum Technologies Inc)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority two-thirds of the Registrable SecuritiesSecurities other than securities held on the date hereof by Aventis Pharmaceuticals, except for any securities pursuant to the Registration Rights Agreement between the Company Inc. and PointSource Technologies, LLC executed on January 26, 2005.Mainfield Enterprises Inc.
Appears in 1 contract
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities, Required Holders except for any securities 50,000 shares of Common Stock issued by the Company pursuant to the Registration Rights Agreement between that certain registration rights agreement, dated August 12, 2005, by and among the Company and PointSource Technologiesthe investors party thereto and 180,000 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to ▇▇▇▇ Capital Partners, LLC executed on January 26pursuant to a financial services agreement, dated November 7, 2005.
Appears in 1 contract
Sources: Registration Rights Agreement (House of Taylor Jewelry, Inc.)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Required Holders other than Registrable Securities, except for any securities pursuant up to 333,333 Common Shares issuable upon exercise of warrants held by ▇▇▇▇▇ ▇▇▇▇▇ and up to 234,375 Common Shares issuable as Interest Shares (as defined in the Registration Rights Agreement between the Company and PointSource Technologies, LLC executed on January 26, 2005Note held by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇).
Appears in 1 contract
Sources: Registration Rights Agreement (Clearly Canadian Beverage Corp)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority the Required Holders; provided, that the Company may register for resale the Prior Shares on the Initial Registration Statement or an Additional Registration Statement. As used herein, "Prior Shares" means (i) up to 1,500,000 shares of the Registrable Securities, except for any securities pursuant to the Common Stock referenced in that certain Registration Rights Agreement between the Company entered into with certain stockholders dated as of November 18, 2013, and PointSource Technologies(ii) up to 120,000 shares of Common Stock underlying a warrant issued to a placement agent dated as of March 3, LLC executed on January 26, 20052014.
Appears in 1 contract
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable SecuritiesRequired Holders; provided, except for any securities pursuant to the Registration Rights Agreement between however, that the Company may include on any Registration Statement up to 710,000 shares of Common Stock issued by the Company in February 2006 in connection with its acquisition of Indian Gaming Services and PointSource Technologies, LLC executed on January 26, 2005may include in such Registration Statement all reasonable and appropriate disclosures related thereto.
Appears in 1 contract
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority the Required Holders; provided, that the Company may register for resale the shares of the Registrable Securities, except for any securities pursuant Common Stock underlying those certain convertible unsecured notes and warrants to the Registration Rights Agreement between purchase Common Stock of the Company and PointSource Technologiesthe shares of Common Stock underlying the additional warrants to purchase Common Stock issued pursuant to that certain securities purchase agreement dated September 1, LLC executed on January 26, 20052016 (the “Prior Shares”).
Appears in 1 contract
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then then-remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable SecuritiesRequired Holders; provided, except for any securities pursuant to the Registration Rights Agreement between however, that the Company and PointSource Technologies, LLC executed may include on January 26, 2005any Registration Statement up to 50,000 shares of Common Stock issued by the Company in 2004 in connection with its acquisition of Global Currencies Limited.
Appears in 1 contract
Sources: Registration Rights Agreement (International Assets Holding Corp)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC during the 12-month period following the Closing Date without the prior written consent of Buyers holding the Required Holders except for up to 912,511 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to Knight Capital Markets, LLC. If the SEC requires that the Company register less than the amount of shares of Common Stock originally included on any Registration Statement at least a majority of the time it was filed, the Registrable Securities, except for Securities on such registration statement and any other securities pursuant allowed to the be registered on such Registration Rights Agreement between the Company and PointSource Technologies, LLC executed Statement (as set forth below) shall be decreased on January 26, 2005a pro rata basis.
Appears in 1 contract
Sources: Registration Rights Agreement (Solar Enertech Corp)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority the Required Holders, except that: (i) up to 455,100 shares of Common Stock underlying the ▇▇▇▇▇▇▇▇▇▇ Warrants (as defined in Section 30(u) of the Registrable SecuritiesSecurities Purchase Agreement) may be included in any Registration Statement, except for any and (ii) to the extent permitted by applicable securities law, whether pursuant to Rule 429 under the 1933 Act or any similar provision, from time to time after the Effective Date the Company may consolidate or combine the Registrable Securities and/or the Registration Rights Agreement between Statement with that certain registration statement on Form SB-2 (File No. 333-131184) that has been declared effective by the Company and PointSource TechnologiesSEC on June 16, LLC executed on January 26, 20052006.
Appears in 1 contract
Sources: Registration Rights Agreement (Raptor Networks Technology Inc)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In Except for (i) up to 200,000 shares of Common Stock issuable upon exercise of outstanding warrants issued to consultants of the Company and (ii) the shares of Common Stock issuable upon exercise of the warrants issued to Ardour Capital in connection with the transactions contemplated by the Transaction Documents, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities, except for any securities pursuant to the Registration Rights Agreement between the Company and PointSource Technologies, LLC executed on January 26, 2005Required Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Daystar Technologies Inc)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority the Required Holders; provided, however, the Initial Registration Statement shall include (i) those 241,663 shares of Common Stock subject to the Company’s Registration Rights Agreement dated January 7, 2015, (the “January Shares”), such that the shares of Common Stock that are entitled to be included in the Initial Registration Statement shall first be allocated to the January Shares, and second to the Registrable Securities, except for any securities pursuant to the Registration Rights Agreement between the Company and PointSource Technologies, LLC executed on January 26, 2005.
Appears in 1 contract
Sources: Registration Rights Agreement (Nemus Bioscience, Inc.)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable SecuritiesRequired Holders, except for any other than to register securities pursuant to the Registration Rights Agreement issued or issuable in connection with (i) that certain Securities Purchase Agreement, dated May 15, 2018, as subsequently amended, by and between the Company and PointSource Technologieseach purchaser identified on the signature page thereto (the “Palladium SPA”), LLC executed on January 26(ii) that certain Securities Purchase Agreement, 2005dated July 8, 2019, by and between the Company and C▇▇▇.▇▇▇, Inc. (the “Calm SPA”) and (iii) that certain reload offer letter, dated as of July 8, 2019 (the “Reload Offer Letter”).
Appears in 1 contract
Sources: Registration Rights Agreement (XpresSpa Group, Inc.)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities other than pursuant to the Plan of Distribution contained in the Registration Statement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. In Except for (i) up to 13,500,000 shares of Common Stock issued and sold to Millenium Global High Yield Fund Limited (or one or more of its designees or assignees) and/or to Line Trust Corporation Limited (or one or more of its designees or assignees) and up to 13,500,000 shares of Common Stock issued or issuable upon exercise of Warrants issued and sold to such parties in connection therewith, in each case within sixteen (16) calendar days after the Closing Date, pursuant to agreements in form and substance satisfactory to the Required Holders and (ii) up to 20,000,000 shares of Common Stock issued and sold to Line Trust Corporation Limited in January 2005, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities, except for any securities pursuant to the Registration Rights Agreement between the Company and PointSource Technologies, LLC executed on January 26, 2005Required Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Maverick Oil & Gas, Inc.)