Common use of Basic Right Clause in Contracts

Basic Right. At any time during the period commencing on the issuance date of the Shares under this Agreement ("Issue Date") and ending two years after the Issue Date, the Company proposes to register any of its equity securities under the Securities Act, other than in an offering on Form S-8 or Form S-4 or any successor form, it shall at least 10 days prior to the filing of such registration statement with the Securities and Exchange Commission (the "Commission") give notice of its intention to do so to Subscriber. If Subscriber notifies the Company within 5 days of the date of the Company notice of filing a registration statement of Subscriber's desire to include any Shares in such proposed registration statement, the Company shall, subject to the provisions of 2.2.6.2 below, include the Shares designated by Subscriber in such registration statement. Anything in this subparagraph 2. 2.6.1 to the contrary notwithstanding, the "piggyback" registration rights described herein shall be available for exercise by Subscriber on one occasion only and, after the exercise thereof in accordance with the provisions set forth herein, the Company shall be under no further obligation to give Subscriber the notice described in this subparagraph 2. 2.6.1 to include any of the Shares in any subsequent registration statement. The Company hereby informs Subscriber that it has a present intention to file an S-1 Registration within 45 days after acceptance hereof and shall use its best efforts to cause such registration statement to become effective as soon as possible. (a) In connection with the registration described in this Section, the Company agrees to take all action necessary to facilitate the sale by the Subscriber of the Shares, including furnishing to the Subscriber such number of prospectuses reasonably required by the Subscriber to dispose of its Shares, using its best efforts to register or qualify the Shares under the 1933 Act and applicable blue sky laws and delivering underwriting agreements and other documents customarily delivered by issuers in connection with public offerings. (b) With respect to the inclusion of Shares in a registration statement pursuant to this Section, all fees, costs and expenses of and incidental to such inclusion shall be borne by the Company; provided, however, that the Subscriber shall bear any fees and disbursements of counsel retained by the Subscriber (other than counsel also retained by the Company). (c) The Subscriber shall be entitled to customary indemnification and rights of contribution relating to the registration of the Shares.

Appears in 9 contracts

Sources: Subscription and Investment Representation Agreement (Entrade Inc), Subscription and Investment Representation Agreement (Entrade Inc), Subscription and Investment Representation Agreement (Entrade Inc)

Basic Right. At any time during the period commencing on the issuance date of the Shares under this Agreement ("Issue Date") and ending two years after the Issue Date, the Company proposes to register any of its equity securities under the Securities Act, other than in an offering on Form S-8 or Form S-4 or any successor form, it shall at least 10 days prior to the filing of such registration statement with the Securities and Exchange Commission (the "Commission") give notice of its intention to do so to Subscriber. If Subscriber notifies the Company within 5 days of the date of the Company notice of filing a registration statement of Subscriber's desire to include any Shares in such proposed registration statement, the Company shall, subject to the provisions of 2.2.6.2 below, include the Shares designated by Subscriber in such registration statement. Anything in this subparagraph 2.at 2.6.1 to the contrary notwithstanding, the "piggyback" registration rights described herein shall be available for exercise by Subscriber on one occasion only and, after the exercise thereof in accordance with the provisions set forth herein, the Company shall be under no further obligation to give Subscriber the notice described in this subparagraph 2. 2.6.1 to include any of the Shares in any subsequent registration statement. The Company hereby informs Subscriber that it has a present intention to file an S-1 Registration within 45 days after acceptance hereof and shall use its best efforts to cause such registration statement to become effective as soon as possible. (a) In connection with the registration described in this Section, the Company agrees to take all action necessary to facilitate the sale by the Subscriber of the Shares, including furnishing to the Subscriber such number of prospectuses reasonably required by the Subscriber to dispose of its Shares, using its best efforts to register or qualify the Shares under the 1933 Act and applicable blue sky laws and delivering underwriting agreements and other documents customarily delivered by issuers in connection with public offerings. (b) With respect to the inclusion of Shares in a registration statement pursuant to this Section, all fees, costs and expenses of and incidental to such inclusion shall be borne by the Company; provided, however, that the Subscriber shall bear any fees and disbursements of counsel retained by the Subscriber (other than counsel also retained by the Company). (c) The Subscriber shall be entitled to customary indemnification and rights of contribution relating to the registration of the Shares.

Appears in 1 contract

Sources: Subscription and Investment Representation Agreement (Entrade Inc)

Basic Right. At any time during the period commencing on the issuance date of the Shares under this Agreement ("Issue Date") and ending two years after the Issue Date, the Company proposes to register any of its equity securities under the Securities Act, other than in an offering on Form S-8 or Form S-4 or any successor form, it shall at least 10 days prior to the filing of such registration statement with the Securities and Exchange Commission (the "Commission") give notice of its intention to do so to Subscriber. If Subscriber notifies the Company within 5 days of the date of the Company notice of filing a registration statement of Subscriber's desire to include any Shares in such proposed registration statement, the Company shall, subject to the provisions of 2.2.6.2 below, include the Shares designated by Subscriber in such registration statement. Anything in this subparagraph 2. 2.6.1 to the contrary notwithstanding, the "piggyback" registration rights described herein shall be available for exercise by Subscriber on one occasion only and, after the exercise thereof in accordance with the provisions set forth herein, the Company shall be under no further obligation to give Subscriber the notice described in this subparagraph 2. 2.6.1 to include any of the Shares in any subsequent registration statement. The Company hereby informs Subscriber that it has a present intention to file an S-1 Registration within 45 days after acceptance hereof and shall use its best efforts to cause such registration statement to become effective as soon as possible. (a) In connection with the registration described in this Section, the Company agrees to take all action necessary to facilitate the sale by the Subscriber of the Shares, including furnishing to the Subscriber such number of prospectuses reasonably required by the Subscriber to dispose of its Shares, using its best efforts to register or qualify the Shares under the 1933 Act and applicable blue sky laws and delivering underwriting agreements and other documents customarily delivered by issuers in connection with public offerings. (b) With respect to the inclusion of Shares in a registration statement pursuant to this Section, all fees, costs and expenses of and incidental to such inclusion shall be borne by the Company; provided, however, that the Subscriber shall bear any fees and disbursements of counsel retained by the Subscriber (other than counsel also retained by the Company). (c) The Subscriber shall shal be entitled to customary indemnification and rights of contribution relating to the registration of the Shares.

Appears in 1 contract

Sources: Subscription and Investment Representation Agreement (Entrade Inc)