Common use of FILING OF CURRENT REPORT AND REGISTRATION STATEMENT Clause in Contracts

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within five (5) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete draft of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Oncobiologics, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Transaction Documents Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within five thirty (530) Business Days calendar days from the date hereofExecution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the up to 5,000,000 Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the up to 67,162 Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof Execution Date (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a the substantially complete final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the substantially final version thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Securities Purchase Agreement (Heritage Distilling Holding Company, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Transaction Documents Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within five thirty (530) Business Days calendar days from the date hereofExecution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and up to all of the Commitment SharesShares and thereafter as many Purchase Shares as allowable under applicable law, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof Execution Date (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a the substantially complete final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the substantially final version thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Securities Purchase Agreement (Forward Industries, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SECfurther agrees that it shall, within five thirty (530) Business Days from calendar days of the date hereofExecution Date, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, Shares in accordance with the terms of the Registration Rights Agreement by and between the Company and the Investor, Investor dated as of the date hereof Execution Date (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete draft of the Current Report at least two (2) Business Days prior to its their filing with the SEC, and the Company shall give due consideration to all such comments, and the Company shall not file the Current Report with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the final pre-filing draft version thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration StatementReport, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Aptevo Therapeutics Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within five twenty (520) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held beneficially owned by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Viking Therapeutics, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Transaction Documents Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within five ten (510) Business Days from the date hereof, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete (1) the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the final version thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Eterna Therapeutics Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, as soon as practicable, and in any event within five twenty (520) Business Days from of the date hereofof this Agreement, a new registration statement (the “Registration Statement”) Statement on Form S-1 covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete the final pre-filing draft version of each of the Current Report and the Registration Statement at least two (2) Business Days prior to its their respective filing with the SECSEC and, and with respect to information regarding the Investor or the transaction contemplated hereby, the Company shall give due consideration not file the Current Report or the Registration Statement with the SEC in a form to all such commentswhich the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon a substantially complete the final pre-filing draft version of the Current Report and the Registration Statement within one (1) Business Day from the date the Investor receives it a substantially complete draft thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Marker Therapeutics, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within five (5) Business Days from the date hereofon or prior to September 30, 2016, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall not file any other registration statement with the SEC unless and until (i) the Registration Statement referred to in the immediately preceding sentence has been declared effective by the SEC and (ii) the Company shall have issued or caused to be issued to the Investor (A) one or more certificates representing the Initial Purchase Shares and the Commitment Shares free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Initial Purchase Shares and Commitment Shares as DWAC Shares, in each case in accordance with Section 6(b). The Company shall permit the Investor to review and comment upon a substantially complete the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Aytu Bioscience, Inc)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Transaction Documents Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within five thirty (530) Business Days calendar days from the date hereofExecution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof Execution Date (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a the substantially complete final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the substantially final version thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Securities Purchase Agreement (Splash Beverage Group, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Transaction Documents Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within five thirty (530) Business Days calendar days from the date hereofExecution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the maximum number of Purchase Shares (includingand Commitment Shares as permitted to be included thereon in accordance with applicable SEC rules, without limitation, all of the Initial Purchase Shares) regulations and all of the Commitment Sharesinterpretations, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof Execution Date (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a the substantially complete final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the substantially final version thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Securities Purchase Agreement (Amaze Holdings, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within five fifteen (515) Business Days calendar days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Purchase Shares (including, without limitation, all total number of shares that may be purchased by the Initial Purchase Shares) Investor pursuant to this Agreement and all of the Commitment Shares, and shall use its reasonable best efforts to have it declared effective within forty-five (45) days thereafter, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete (1) the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one (1) Business Day from the date the Investor receives it the final versions thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Glucotrack, Inc.)

FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, as soon as practicable, and in any event within five the later of (5i) twenty (20) Business Days of the date of this Agreement or (10) Business Days from the date hereofthe SPAC Registration Statement is declared effective by the SEC, a new registration statement (the “Registration Statement”) Statement on Form S-1 covering only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment upon a substantially complete the final pre-filing draft version of each of the Current Report and the Registration Statement at least two (2) Business Days prior to its their respective filing with the SECSEC and, and with respect to information regarding the Investor or the transaction contemplated hereby, the Company shall give due consideration not file the Current Report or the Registration Statement with the SEC in a form to all such commentswhich the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon a substantially complete the final pre-filing draft version of the Current Report and the Registration Statement within one (1) Business Day from the date the Investor receives it from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.

Appears in 1 contract

Sources: Purchase Agreement (Fast Radius, Inc.)