Common use of Initial Registration Statement Clause in Contracts

Initial Registration Statement. At any time after the issuance of the Warrants pursuant to the JV Agreement, CANX shall have the right to demand that the Company prepare and file (the date of such demand, the “Filing Deadline”), and the Company agrees that promptly upon such demand, it shall prepare and file with the Commission a Registration Statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), covering the resale of the Registrable Securities. The out of pocket costs for the filing of the initial registration statement shall be borne by OGI, unless otherwise agreed. Subject to any Commission comments, such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent. Such Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from changes in the Conversion Price pursuant to the terms of the Exercise Price pursuant to the terms of the Warrants, as applicable (the “Additional Shares”). Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Holders and their counsel prior to its filing or other submission.

Initial Registration Statement. At any time after (i) Promptly following the issuance of Closing Date but no later than one hundred fifty (150) days following the Warrants pursuant to Closing Date, Carnivale shall file the JV Agreement, CANX shall have the right to demand that the Company prepare and file (the date of such demand, the “Filing Deadline”), and the Company agrees that promptly upon such demand, it shall prepare and file Initial Registration Statement with the Commission a Registration Statement on Form S-1 (or, if Form S-1 is not then available SEC to the Company, on such form of registration statement as is then available to effect a registration for resale include all of the Registrable Securities), covering Shares so as to cover the resale of the Registrable Securities. The out of pocket costs for the filing of the initial registration statement shall be borne by OGI, unless otherwise agreedShares. Subject to any Commission commentsSection 2(a)(ii), such the Initial Registration Statement shall include be on Form S-3. Unless the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Initial Registration Statement without the Holder’s prior written consent. Such Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from changes in the Conversion Price pursuant to the terms includes 100% of the Exercise Price pursuant to the terms of the WarrantsRegistrable Shares then outstanding, as applicable (the “Additional Shares”). Such such Registration Statement shall not include any shares of Common Stock or other securities of Carnivale for the account of any other holder (other than shares newly issued by Carnivale in a primary offering) without the prior written consent of Sellers holding at least a majority of the Required HoldersRegistrable Shares held by all Sellers then outstanding. The Initial Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c3(b) to the Holders Sellers and their counsel prior to its filing or other submission. (ii) In the event that Form S-3 is not available for the registration of the resale of Registrable Shares hereunder, Carnivale shall (i) register the resale of the Registrable Shares on another appropriate form reasonably acceptable to the Sellers, or (ii) undertake to register the Registrable Shares on Form S-3 promptly after such form is available, provided that Carnivale shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Shares has been declared effective by the SEC.

Initial Registration Statement. At any time after the issuance of the Warrants pursuant to the JV Agreement, CANX shall have the right to demand that the The Company prepare and file (the date of such demand, the “Filing Deadline”), and the Company agrees that promptly upon such demand, it shall prepare and file within ten (10) business days following the filing of its Form 8-K in which the audited financial Statements of Tier One Consulting, Inc. are filed with the Commission SEC, but in no event longer than seventy-five (75) seventy-five (75) days following the Closing Date (the “Filing Date”), a registration statement (the “Registration Statement on Form S-1 (or, if Form S-1 is not then available Statement”) covering the resale of such number of shares of the Registrable Securities as the Investor shall elect by written notice to the Company, on and absent such form of registration statement as is then available to effect a registration for resale of the Registrable Securities)election, covering the resale of all of the shares of the Registrable Securities. The out of pocket costs registration rights provided herein shall be solely for the filing benefit of the initial registration statement Investor and shall not be borne assignable by OGI, unless otherwise agreed. Subject the Investor to any Commission comments, such Registration Statement other person. The Company shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in use its best efforts to cause the Registration Statement without to be declared effective by the Holder’s prior written consent. Such SEC as promptly as possible after the filing thereof and shall promptly respond to any comment letters furnished by the SEC in connection with the Registration Statement also (the “Required Effectiveness Date”). Nothing contained herein shall cover pursuant be deemed to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in limit the number of Warrant Shares resulting from changes in Registrable Securities to be registered by the Conversion Price Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the Investor pursuant to the terms Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of the Exercise Price pursuant this Agreement shall relate to any such separate registration statement as if it were an amendment to the terms of the Warrants, as applicable (the “Additional Shares”). Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Holders. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Holders and their counsel prior to its filing or other submissionStatement.

Initial Registration Statement. At any time The Company shall, as promptly as reasonably practicable, but in no event later than one-hundred fifty (150) days after the issuance of the Warrants pursuant to the JV Agreement, CANX shall have the right to demand that the Company prepare and file (the date of such demand, this Agreement (the “Filing Deadline”), file a Registration Statement under the Securities Act to permit the public resale of all of the Shares on a delayed or continuous basis as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) (“Rule 415”), or if Rule 415 is not available for offers and sales of the Shares, by such other means of distribution of the Shares as the Holders may reasonably specify. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the earlier of (i) the 90th calendar day following the Filing Deadline if the Commission notifies the Company agrees that promptly upon such demandit will “review” the Registration Statement, it shall prepare and file (ii) the 5th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed,” or will not be subject to further review. The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a Registration Statement registration statement on Form S-1 (a “Form S-1”) or, if Form S-1 S-3 is not then available to the Company, on Form S-3 (a “Form S-3”) or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities)such Shares, covering the resale of the Registrable Securities. The out of pocket costs for the filing of the initial registration statement such Shares, and shall be borne by OGI, unless otherwise agreed. Subject contain a Prospectus in such form as to permit any Commission comments, Holder to sell such Registration Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent. Such Registration Statement also shall cover Shares pursuant to Rule 416 415 at any time beginning on the effective date for such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from changes in the Conversion Price Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the terms of the Exercise Price resale pursuant to the terms any method or combination of the Warrants, as applicable (the “Additional Shares”). Such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Holders. The Registration Statement (and each amendment or supplement theretomethods legally available to, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Holders and their counsel requested prior to its filing or other submissioneffectiveness by, the Holder.

Initial Registration Statement. At any time after the issuance of the Warrants pursuant to the JV Agreement, CANX shall have the right to demand that the Company prepare and file (Promptly following the date of closing of the purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later than sixty (60) days after the Closing Date, or such demand, later date as may be contemplated by the Merger Agreement (the “Filing Deadline”), and the Company agrees that promptly upon such demand, it shall prepare and file with the Commission a SEC, to include (by way of filing, amendment or otherwise) the Registrable Securities sold in connection with the Purchase Agreement (in addition to any shares issued in the Additional Company Funding as defined in the Merger Agreement), the Initial Registration Statement on Form S-1 (or, if Form S-1 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale prepared in connection with Section 5.1(b) of the Registrable Securities)Merger Agreement, covering so as to cover the resale of the Registrable Securities. The out of pocket costs for the filing of the initial registration statement Initial Registration Statement shall be borne by OGIon Form S-3 (except if the Company is then ineligible to register for resale the Registrable Securities on Form S-3, unless otherwise agreed. in which case such registration shall be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(a)(ii) Subject to any Commission SEC comments, such Registration Statement shall include the plan of distribution in substantially the form attached hereto as Exhibit A; provided, however, that no Holder Investor shall be named as an “underwriter” in the Registration Statement without the HolderInvestor’s prior written consent. Such Unless such Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from changes in the Conversion Price pursuant to the terms includes 100% of the Exercise Price pursuant to the terms of the WarrantsRegistrable Securities then outstanding, as applicable (the “Additional Shares”). Such such Registration Statement shall not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of the Required HoldersInvestors. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Holders Investors and their counsel prior to its filing or other submission.