Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. (a) In the event that the Company shall not maintain an effective registration statement as provided for in Section 7.1, then, in the further event that the Company, at any time during the period commencing after the effective date of the Public Offering and expiring five (5) years thereafter shall fail to have such effective registration statement, the Holders of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Representative's Warrant Securities within ten (10) days from the date of the receipt of any such registration request.

Demand Registration Right. (ai) In If (x) after the event eighteen month ------------------------- period starting on the Closing Date the Company has not yet registered any of its securities under the Securities Act or (y) the Company has registered securities under the Securities Act on two separate occasions (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or comparable registration statement) and, on either occasion, Holders of Shares notified the Company of their desire to include such Shares in such proposed registration pursuant to Section 2 hereof but were unable to do so because, in accordance with Section --------- ------- 2(c) hereof, the representative of the underwriters advised the Company that the ---- number of Shares and other securities requested to be included exceeded the number that could be sold in such prior registered Underwritten Offerings, then on any one occasion, if the Holders of greater than 50% of the Registrable Shares request in writing that the Company shall not maintain an effective registration statement as provided for in Section 7.1, then, in the further event that the Company, at any time during the period commencing after the effective date register all or part of the Public Offering and expiring five (5) years thereafter shall fail to have such effective registration statementRegistrable Shares, representing more than 50% of the Registrable Shares then outstanding, the Holders Company will: (1) promptly give written notice of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" proposed registration to all other Holders; (as hereinafter defined2) of such securities (assuming the exercise of all of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and use its best efforts to file with the Securities and Exchange Commission (within 60 days of receipt of the "Commission"), on one occasion, demand therefor a registration statement Registration Statement and such other documents, documents including a prospectusProspectus and shall use its best effort to effect such registration (including, without limitation, filing any appropriate pre- effective or post-effective amendments, appropriate qualifications under applicable blue sky or other sate securities laws as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of Securities Act) at the Act, earliest possible time so as to permit a public offering or facilitate the sale and sale distribution of their respective Representative's Warrant Securities for nine (9) consecutive months by all or such Holders and any other Holders portion of the Warrants and/or Warrant Securities who notify Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any Holder or Holders joining in such request as are specified in a written request received by the Company within ten (10) 20 days after receiving written notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any is effective. Any request for registration request under this Section 7.3 by any Holder or Holders 3 shall specify the amount --------- of Registrable Shares proposed to all other registered Holders of the Representative's Warrants and the Representative's Warrant Securities within ten (10) days from the date of the receipt of any such registration requestbe registered.

Demand Registration Right. (a) In Within 60 days after the event that the Company Final Payment Date, MMMB shall not maintain an effective file a registration statement as provided for in Section 7.1, then, in on Form S-1 or Form S-3 under the further event that the Company, at any time during the period commencing after the effective date of the Public Offering and expiring five (5) years thereafter shall fail to have such effective registration statement, the Holders of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of Act covering all of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock Shares and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition use commercially reasonable efforts to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a cause such registration statement and such other documents, including a prospectus, to become effective as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so promptly as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days practicable after receiving notice from the Company of such requestfiling. (b) The Company covenants [Reserved] (c) Notwithstanding anything to the contrary in this Section 5.08, it is a condition precedent to the obligations of MMMB to take any action pursuant to this Section 5.08 that each Seller shall furnish to the Buyer such information regarding itself, the securities held by it, the intended method of disposition of such securities and agrees such other information regarding each Seller as is reasonably required to give written notice effect the registration of Sellers’ common stock to be registered pursuant hereto in accordance with applicable law. Notwithstanding anything to the contrary herein, no Seller shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise in connection with this Section 5.08. (d) With respect to the registration request statement to be filed pursuant to this Section 5.08: (i) To the extent permitted by law, the Buyer will indemnify and hold harmless each Seller, against any losses arising from the registration of such Seller’s common stock in such registration statement; provided, however, that the indemnity agreement contained in this Section 5.08(d)(i) shall not apply to amounts paid in settlement of any claim or proceeding if such settlement is effected without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, nor shall the Buyer be liable for any losses to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Seller or any of its representatives or Related Persons for use in connection with such registration. (ii) To the extent permitted by law, each Seller will indemnify and hold harmless the Buyer, and each of its representatives and Related Persons and any other Person selling securities in such registration statement, against any losses arising out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such Seller or any of its representatives or Related Persons for use in connection with such registration; provided, however, that the indemnity agreement contained in this Section 5.08(d)(ii) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the applicable Seller, which consent shall not be unreasonably withheld. (iii) Promptly after receipt by an indemnified party under this Section 7.3 by any Holder or Holders to all other registered Holders 5.08 of notice of the Representative's Warrants commencement of any action for which a Party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.08, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the Representative's Warrant Securities within ten defense thereof with counsel mutually satisfactory to the Parties. (10e) days from [Reserved] (f) Each Seller will not, without the prior written consent of the managing underwriter, during the period commencing on the date of any final prospectus or final prospectus supplement relating to the receipt registration by MMMB for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days, or such other period as may be requested by MMMB or an underwriter to accommodate regulatory restrictions on (x) the publication or other distribution of research reports and (y) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of MMMB’s Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for MMMB’s Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities. The underwriters in connection with such registration requestare intended third-party beneficiaries of this Section 5.08(f) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Seller further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 5.08(f) or that are necessary to give further effect thereto.

Demand Registration Right. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (aor any comparable form for Registration in a jurisdiction other than the United States of America), the Holders holding fifty percent (50%) In or more of the outstanding Registrable Securities held by all Holders (voting together as a single class on an as-converted basis) may request in writing that the Company to file, in any jurisdiction in which the Company has had an IPO, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States of America), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission; or in the event that Form S-3 or Form F-3 (or any comparable form for Registration in a jurisdiction other than the United States of America) as applicable is or becomes unavailable to register the resale of the Registrable Securities at any time prior to the expiration of all Holders’ registration rights pursuant to this Agreement, the Holders holding fifty percent (50%) or more of the outstanding Registrable Securities held by all Holders (voting together as a single class on an as-converted basis) may request in writing that the Company to file, in any jurisdiction in which the Company has had an IPO, a Registration Statement on Form F-1 or Form S-1 (or any comparable form for Registration in a jurisdiction other than the United States of America). Upon receipt of such a request, the Company shall not maintain an effective registration statement as provided for in Section 7.1, then, in the further event that the Company, at any time during the period commencing after the effective date of the Public Offering and expiring five (5i) years thereafter shall fail to have such effective registration statement, the Holders of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to promptly give written notice of any registration request under this Section 7.3 by any Holder or Holders the proposed Registration to all other registered Holders and (ii) as soon as practicable, use its best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of the Representative's Warrants and the Representative's Warrant Securities any Holder who requests in writing to join such Registration within ten fifteen (1015) days from after the date Company’s delivery of the receipt of any written notice, to be Registered and qualified for sale and distribution in such registration requestjurisdiction. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2 that have been declared and ordered effective.

Demand Registration Right. (a) In Upon the event written ------------------------- request of Holders of at least a majority in number of the Registrable Securities that Acquiror effect the Company registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested to be registered, Acquiror shall use all commercially reasonable efforts to file a Registration Statement within 45 days after receipt of such request for disposition pursuant to an underwritten offering (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); provided, however, -------- ------- that Acquiror shall not maintain an be required to take any action pursuant to this Section 4: (i) if prior to the date of such request Acquiror shall have effected one (1) registration pursuant to this Section 4; (ii) if Acquiror has effected a registration pursuant to this Section 4 within the 120-day period (if at the time Acquiror qualifies to use Form S-3) or 365-day period (in all other cases) next preceding such request; (iii) if Acquiror shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration statement as provided for in Section 7.1, then, could effect the disposition of such Registrable Securities in the further event manner requested; (iv) if the Registrable Securities that Acquiror shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (v) during the Companypendency of any Blackout Period; and provided, further, that Acquiror shall be permitted to -------- ------- satisfy its obligations under this Section 4(a) by amending (to the extent permitted by applicable law) any Registration Statement (including any Shelf Registration) previously filed by Acquiror under the Securities Act so that such Registration Statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been made under this Section 4(a). If Acquiror shall so amend a previously filed Registration Statement, it shall be deemed to have effected a registration for purposes of this Section 4. (b) A registration requested pursuant to this Section 4 shall not be deemed to be effected for purposes of this Section 4 if it has not been declared effective by the SEC or become effective in accordance with the Securities Act. (c) Holders of a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 4 may, at any time during the period commencing after prior to the effective date of the Public Offering Registration Statement relating to such registration, revoke such request by providing a written notice to Acquiror revoking such request. The Holders of Registrable Securities who revoke such request shall reimburse Acquiror for all its out-of-pocket expenses incurred in the preparation, filing and expiring five (5) years thereafter processing of the Registration Statement. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall fail not be deemed to have been effected for purposes of this Section 4. If such effective reimbursement is not so received within such time (i) such registration statement, shall be deemed to have been effected for purposes of this Section 4 and (ii) Acquiror shall have no further obligations to such Holders with respect to piggy-back registrations pursuant to Section 3 or demand registrations pursuant to this Section 4 until such reimbursement is made. (d) Acquiror will not include any securities that are not Registrable Securities in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all majority in number of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Registrable Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months covered by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestRegistration Statement. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Representative's Warrant Securities within ten (10) days from the date of the receipt of any such registration request.

Demand Registration Right. (a) In the event that the Company shall not maintain an effective registration statement as provided for in Section 7.1, then, in the further event that the Company, at At any time during the Exercise Period and for a maximum period commencing after of five years following the effective date of the Public Offering and expiring five (5) years thereafter shall fail to have such effective registration statementProspectus, the Holders of Warrants whose holdings thereof comprise a majority of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the Shares issuable upon exercise of all said Warrants (provided the number of the outstanding Representative's WarrantsWarrant Shares is not less than 65,000), the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have require the Company (a) to prepare and file with the Securities and Exchange Commission up to one new registration statement under the Act (or, in lieu thereof, a post-effective amendment or amendments to the "Commission"Registration Statement, if then permitted under the Act), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months by such Holders and covering all or any other Holders portion of the Warrants and/or and the Warrant Securities who notify Shares and to use its best efforts to obtain promptly and maintain the Company within ten (10) days after receiving notice from the Company of such request. effectiveness thereof for at least nine consecutive months and (b) to register or qualify the Subject Warrants and Warrant Shares for sale in up to ten states identified by such holders. The Company covenants and agrees to give written notice of any registration request under this Section 7.3 12.1 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Representative's Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 12.3(a) hereof pursuant to the written notice specified in Section 12, 1 of a Majority or the Holders of the Warrants and/or Warrant Shares, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares, to repurchase (i) any and all Warrant Shares at the higher of the Market Price per Share of Common Stock on (x) the date of notice sent pursuant to Section 12.1 or (y) the expiration of the period specified in Section 12.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two days after the later of (i) the expiration of the period specified in Section 12.3(a) or (ii) the delivery of the written notice of election specified in this Section 12.1. Notwithstanding the foregoing, if the Company shall inform the Holders requesting the filing of a registration statement pursuant to this Section 12.1 that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve (12) month period.

Demand Registration Right. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (aor any comparable form for Registration in a jurisdiction other than the United States of America), the Holders holding thirty percent (30%) In or more of the outstanding Registrable Securities held by all Holders (voting together as a single class on an as-converted basis) may request in writing that the Company to file, in any jurisdiction in which the Company has had an IPO, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States of America), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission; or in the event that Form S-3 or Form F-3 (or any comparable form for Registration in a jurisdiction other than the United States of America) as applicable is or becomes unavailable to register the resale of the Registrable Securities at any time prior to the expiration of all Holders’ registration rights pursuant to this Agreement, the Holders holding thirty percent (30%) or more of the outstanding Registrable Securities held by all Holders (voting together as a single class on an as-converted basis) may request in writing that the Company to file, in any jurisdiction in which the Company has had an IPO, a Registration Statement on Form F-1 or Form S-1 (or any comparable form for Registration in a jurisdiction other than the United States of America). Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all the other Holders and (ii) as soon as practicable, use its best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. The Company shall be obligated to effect no more than three (3) Registrations pursuant to this Section 2 that have been declared and ordered effective, provided, however, after the Company has effected three (3) Registrations pursuant to this Section 2.1, the Company, at the request of any Holder, shall effect no more than two (2) further requested Registration at the expense of such Holder. For the avoidance of doubt, the Company shall not maintain an effective registration statement as provided for in Section 7.1, then, in limit the further event that amount of Registrable Securities the Company, at any time during the period commencing after the effective date of the Public Offering and expiring five (5) years thereafter shall fail Holder requests to have such effective registration statement, the Holders of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition be registered pursuant to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Representative's Warrant Securities within ten (10) days from the date of the receipt of any such registration request2.1.