Common use of No Piggyback on Registrations; Prohibition on Filing Other Registration Statements Clause in Contracts

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 54 contracts

Sources: Registration Rights Agreement (Parkervision Inc), Registration Rights Agreement (Revelstone Capital Acquisition Corp.), Registration Rights Agreement (Revelstone Capital Acquisition Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 8 contracts

Sources: Registration Rights Agreement (Parkervision Inc), Registration Rights Agreement (Terra Tech Corp.), Registration Rights Agreement (Victory Electronic Cigarettes Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesSecurities and (iii) shall not prohibit the Company from filing a registration statement on Form S-8.

Appears in 6 contracts

Sources: Registration Rights Agreement (Reed's, Inc.), Registration Rights Agreement (RiceBran Technologies), Registration Rights Agreement (NovaBay Pharmaceuticals, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) ), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided provided, that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 6 contracts

Sources: Registration Rights Agreement (Vsee Health, Inc.), Registration Rights Agreement (Digital Health Acquisition Corp.), Registration Rights Agreement (American Noble Gas, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders Holder in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 6 contracts

Sources: Registration Rights Agreement (Endexx Corp), Registration Rights Agreement (Endexx Corp), Registration Rights Agreement (NXT-Id, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a one or more Registration Statement Statements that is are declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from from: (i) filing amendments to registration statements filed prior to the date of this Agreement Agreement; and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 4 contracts

Sources: Registration Rights Agreement (Car Charging Group, Inc.), Registration Rights Agreement (Car Charging Group, Inc.), Registration Rights Agreement (Car Charging Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except in connection with transactions contemplated by clause (d) under Exempt Issuance (as defined in the Purchase Agreement) and except as set forth on Schedule 6(b) attached hereto), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 4 contracts

Sources: Registration Rights Agreement (Aralez Pharmaceuticals Inc.), Registration Rights Agreement (Aralez Pharmaceuticals Inc.), Registration Rights Agreement (Aralez Pharmaceuticals Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except in connection with transactions contemplated by clause (d) under Exempt Issuance (as set forth on Schedule 6(b) attached heretodefined in the Purchase Agreement), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 4 contracts

Sources: Registration Rights Agreement (Aralez Pharmaceuticals Inc.), Registration Rights Agreement (Aralez Pharmaceuticals Inc.), Registration Rights Agreement (Aralez Pharmaceuticals Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b6(c) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided provided, that this Section 6(b6(c) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or a Registration Statement on Form S-8 covering stock option or Equity Incentive Plans existing as of the date hereof and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided provided, in each case, that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 3 contracts

Sources: Registration Rights Agreement (Bovie Medical Corp), Registration Rights Agreement (Bovie Medical Corp), Registration Rights Agreement (Bovie Medical Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b7(a) attached hereto, neither the Company nor any of its security holders (other than the Holders Investors in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities (other than Non-Electing Registrable Shares) are registered pursuant to a Registration Statement that is declared effective by the CommissionSEC, provided that this Section 6(b) (i7(a) shall not prohibit (i) the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 3 contracts

Sources: Registration Rights Agreement (Celsion CORP), Registration Rights Agreement (Celsion CORP), Registration Rights Agreement (Celsion CORP)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Other than with respect to registration statements filed on Forms S-4 and S-8 or those required to be filed pursuant to the 2012 Registration Rights Agreement, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission; provided, provided however, that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement Agreement; and (ii) provided further, however, that in the event the Commission limits the number of Registrable Securities that may be registered by the initial Registration Statement in accordance with Section 2(b), above, then for purposes of this sentence the prohibition against filing other registration statements shall not prohibit apply following the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering effectiveness of securities pursuant to such shelf registration statement prior to the effective date of the initial Registration Statement required hereunder that includes all of the Registrable SecuritiesStatement.

Appears in 3 contracts

Sources: Registration Rights Agreement (Arno Therapeutics, Inc), Registration Rights Agreement (Arno Therapeutics, Inc), Registration Rights Agreement (Arno Therapeutics, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i6(b)(i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 3 contracts

Sources: Registration Rights Agreement (MetaStat, Inc.), Registration Rights Agreement (MetaStat, Inc.), Registration Rights Agreement (MetaStat, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b6(c) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided provided, that this Section 6(b6(c) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided provided, in each case, that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (Health Revenue Assurance Holdings, Inc.), Registration Rights Agreement (Streamline Health Solutions Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretohereto and the shares of Common Stock issuable upon conversion of the Note in the transactions contemplated by the Purchase Agreement and the Note, neither the Company nor any of its security holders (other than the Holders Holder in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until Until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, the Company shall not file any registration statements unless such registration statement includes the maximum number of Registrable Securities that are not then registered on an effective Registration Statement, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf so long as no new securities are registered on any such existing registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securitiesstatements.

Appears in 2 contracts

Sources: Registration Rights Agreement (Zoomcar Holdings, Inc.), Securities Purchase Agreement (Zoomcar Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities, and (iii) a registration statement on Form S-4 or Form S-8.

Appears in 2 contracts

Sources: Registration Rights Agreement (Vu1 CORP), Registration Rights Agreement (Vu1 CORP)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(bdisclosed in Section 3.1(w) attached heretoof the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from (i) filing amendments to registration statements filed prior to the date of this Agreement and so long as no new securities are registered on any such existing registration statements, (ii) shall not prohibit the Company from filing a shelf registration statement statements on Form S-3 for a primary S-8 or (iii) filing registration statements related to an “at-the-market” offering of the Sales Agreement or New Sales Agreement as permitted by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesPurchase Agreement.

Appears in 2 contracts

Sources: Registration Rights Agreement (Brag House Holdings, Inc.), Registration Rights Agreement (CleanCore Solutions, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are either (i) registered pursuant to a Registration Statement that is declared effective by the Commission, or (ii) are eligible for resale pursuant to Rule 144 (without volume restriction or current public information requirements) provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (Ascent Solar Technologies, Inc.), Registration Rights Agreement (POSITIVEID Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) ), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 or other available form for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (DPW Holdings, Inc.), Registration Rights Agreement (Avalanche International, Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may may, other than as set forth on Schedule 6(b) hereto, include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) ), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 2 contracts

Sources: Registration Rights Agreement (DPW Holdings, Inc.), Registration Rights Agreement (DPW Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities and the Other Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are have been registered pursuant to a Registration Statement that is declared effective by the Commission, provided that (i) this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement Agreement, and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (GeoVax Labs, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b7(c) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity an Investor pursuant hereto) may include securities of the Company in any Registration Statements registration statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the CommissionSEC, provided that this Section 6(b) (i7(c) shall not prohibit the Company from filing (i) amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesSecurities and (iii) a registration statement on Form S-8.

Appears in 1 contract

Sources: Registration Rights Agreement (Eleven Biotherapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretohereto and in connection with transactions contemplated by clause (e) under Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing (i) amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement statements on Form S-3 for a primary offering by the CompanyS-4, provided that the Company makes no offering of securities (iii) registration statements on Form S-8 pursuant to such shelf transactions contemplated by clause (d) under Exempt Issuance or (iv) registration statement prior statements pursuant to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securitiestransaction contemplated by clause (e) under Exempt Issuance.

Appears in 1 contract

Sources: Registration Rights Agreement (RiceBran Technologies)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesSecurities and (iii) shall not prohibit the Company from filing a registration statement on Form S-8 to register an Employee Stock Option Plan.

Appears in 1 contract

Sources: Registration Rights Agreement (Snap Interactive, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesSecurities or as contemplated by clause (ii) in the next sentence of this Section 6(b). The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 S-1 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the fifth Trading Day following the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (ALKALINE WATER Co INC)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (iiAgreement. Prior to any reduction in the number of Registrable Securities included in a Registration Statement as described in the last sentence of Section 2(a) shall not prohibit hereof, the Company hereby agrees to use its commercially reasonable best efforts to obtain waivers from filing a shelf registration statement the Persons listed on Form S-3 for a primary offering by Schedule 6(b) with respect to the Company, provided that rights of such Persons to include securities of the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the on a Registration Statement required hereunder that includes all of the Registrable Securitiesfiled hereunder.

Appears in 1 contract

Sources: Registration Rights Agreement (uVuMobile, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Except as set forth on Schedule 6(b), the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities, and (iii) shall not prohibit the Company from filing one or more of the registration statements on Form S-8 for the registration of the shares underlying its equity incentive plans.

Appears in 1 contract

Sources: Registration Rights Agreement (Vigil Neuroscience, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements Statement filed pursuant to Section 2 other than the Registrable Securities. The Company shall not file any other registration statements Registration Statements (except Registration Statements on Form S-4 or Form S-8, each as promulgated under the Securities Act, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option, equity incentive or other employee benefit plans) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesAgreement.

Appears in 1 contract

Sources: Registration Rights Agreement (China Carbon Graphite Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Other than with respect to registration statements filed on Forms S-4 and S-8, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission; provided, provided however, that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement Agreement; and (ii) provided further, however, that in the event the Commission limits the number of Registrable Securities that may be registered by the initial Registration Statement in accordance with Section 2(b), above, then for purposes of this sentence the prohibition against filing other registration statements shall not prohibit apply following the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering effectiveness of securities pursuant to such shelf registration statement prior to the effective date of the initial Registration Statement required hereunder that includes all of the Registrable SecuritiesStatement.

Appears in 1 contract

Sources: Registration Rights Agreement (Arno Therapeutics, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Fluoropharma Medical, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretoin Section 6(e), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i6(b)(i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Smith Micro Software Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities and the Excluded Offering Securities. The Other than a registration statement registering the sale of the Excluded Offering Securities, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) 6.4.1 shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) Agreement. For purposes of this Section 6.3.1, “Excluded Offering Securities” shall not prohibit mean any securities offered by the Company from filing a shelf registration statement on Form S-3 for in a primary offering by the Company, provided that the Company makes no offering on Form S-1 for gross proceeds of securities pursuant up to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities$30 million.

Appears in 1 contract

Sources: Registration Rights Agreement (Alternus Clean Energy, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities and the August Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities and August Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 S-1 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities and the August Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Retrophin, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are either (i) registered pursuant to a Registration Statement that is declared effective by the Commission, or (ii) are eligible for resale pursuant to Rule 144 (without volume restriction or current public information requirements) provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Peoplestring Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for securities issued in the Concurrent Offerings or as set forth on Schedule 6(b) attached heretohereto and as otherwise provided herein, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Li3 Energy, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Westcott Products Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretohereto and those securities issuable pursuant to clause (d) of the definition of Exempt Issuance in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Park City Group Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesStatements. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 S-1 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Kalobios Pharmaceuticals Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities and the February Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities and February Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 S-1 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities and the February Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Retrophin, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(bin connection with transactions contemplated by clause (d) attached heretounder the definition of Exempt Issuance in the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Douglas Lake Minerals Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) ), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 or such other form available for a primary offering by the Company, provided provided, that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Hwn, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are have been registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (GeoVax Labs, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) Annex C attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any the initial Registration Statements Statement other than the Registrable Securities. If available, and the Company so desires, the Company may include securities other than the Registrable Securities in any additional Registration Statement filed pursuant hereto; provided, however, that the Registrable Securities shall be given priority. For the sake of clarification, no other securities may be included in any additional Registration Statements filed pursuant hereto, unless: (i) there are no additional Registrable Securities to be registered; and (ii) additional shares are permitted to be included by the SEC. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a the initial Registration Statement that required hereunder is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securitiesalready filed.

Appears in 1 contract

Sources: Registration Rights Agreement (China Yida Holding, Co.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) ), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement Agreement, and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company; provided, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities; provided further, that this Section 6(b) shall in no event apply to, or prohibit the Company from filing, the PIPE Registration Statement.

Appears in 1 contract

Sources: Registration Rights Agreement (Digital Health Acquisition Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements Statement filed pursuant to Section 2 other than the Registrable Securities. The Company shall not file any other registration statements Registration Statements (except Registration Statements on Form S-4 or Form S-8, each as promulgated under the Securities Act, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option, equity incentive or other employee benefit plans) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i6(c) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesAgreement.

Appears in 1 contract

Sources: Registration Rights Agreement (Weikang Bio-Technology Group Co., Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, hereto neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Bacterin International Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements statements, other than on Form S-8, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Brainstorm Cell Therapeutics Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities that are permissible to be registered at any point in time pursuant to SEC Guidance are then registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Akeena Solar, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretothe Common Shares issuable upon exercise of the warrants issued to the Agents in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing filing: (i) amendments to registration statements filed prior to the date of this Agreement and so long as no new securities are registered on any such existing registration statements, (ii) shall not prohibit the Company from filing a shelf any registration statement required to be filed pursuant to contractual obligations existing on the date hereof or (iii) a registration on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesS-8.

Appears in 1 contract

Sources: Registration Rights Agreement (Canopy Growth Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretofor the Registrable Securities, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may are entitled to include securities of the Company in any of the Registration Statements other than the Registrable SecuritiesStatements. The Company shall not file any other registration statements statements, other than on Forms S-4 or S-8 or their then equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i10(b) shall not prohibit the Company from (i) filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering statements as may be required by the Company, provided other agreements that the Company makes no offering is a party to as of securities pursuant to such shelf registration statement prior to the effective date of this Agreement, or (iii) filing registration statements to register the Registration Statement required hereunder that includes all resale of Securities issued on or about the date hereof to existing warrantholders of the Registrable SecuritiesCompany.

Appears in 1 contract

Sources: Registration Rights Agreement (Transphorm, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) ), (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-1 or Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Amarantus Bioscience Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (except registration statements on Form S-4 or Form S-8, each as promulgated under the Securities Act, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option, equity incentive or other employee benefit plans) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesAgreement.

Appears in 1 contract

Sources: Registration Rights Agreement (A.C. Moore Arts & Crafts, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Other than with respect to registration statements filed on Forms S-4 and S-8, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement Agreement; and (ii) provided further, however that in the event the Commission limits the number of Registrable Securities that may be registered by the initial Registration Statement in accordance with Section 2(b), above, then for purposes of this sentence the prohibition against filing other registration statements shall not prohibit apply following the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering effectiveness of securities pursuant to such shelf registration statement prior to the effective date of the initial Registration Statement required hereunder that includes all of the Registrable SecuritiesStatement.

Appears in 1 contract

Sources: Registration Rights Agreement (Nephros Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Ocz Technology Group Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 or other registration statements for a primary offering offerings by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement statements prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Oxygen Biotherapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesSecurities and (iii) shall not prohibit the Company from filing a registration statement on Form S-8.

Appears in 1 contract

Sources: Registration Rights Agreement (Stevia First Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretothe Common Shares issuable upon exercise of the warrants issued to the Agents in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing filing: (i) amendments to registration statements filed prior to the date of this Agreement and so long as no new securities are registered on any such existing registration statements, (ii) shall not prohibit the Company from filing a shelf any registration statement required to be filed pursuant to contractual obligations existing on the date hereof and (iii) or a registration on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesS-8.

Appears in 1 contract

Sources: Registration Rights Agreement (Canopy Growth Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b6(c) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Except as set forth on Schedule 6(c), the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i6(c) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. Notwithstanding anything contained herein to the contrary, nothing in this Agreement and (ii) shall not prohibit preclude the Company from filing a shelf registration statement on Form S-3 for a primary offering by to register the shares of Common Stock of the Company issuable pursuant to the exercise of that certain Warrant to Purchase Shares of Common Stock of the Company, provided that as amended, originally issued to Hercules Technology III, L.P. on June 30, 2014 (the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities“Hercules Warrant”).

Appears in 1 contract

Sources: Registration Rights Agreement (AMEDICA Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Other than with respect to registration statements filed on Forms S-4 and S-8, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Profire Energy Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are either (i) registered pursuant to a Registration Statement that is declared effective by the CommissionCommission or (ii) eligible for sale under Rule 144, without volume or manner-of-sale restrictions; provided that the Company is in compliance with the current public information required under Rule 144 as to such Registrable Securities if so required in order for such Registrable Securities to be eligible for resale under Rule 144; provided further that, this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not nor prohibit the Company from filing registering stock plans under a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesS-8 (or an equivalent plan); .

Appears in 1 contract

Sources: Registration Rights Agreement (T3 Motion, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 S-1 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Provectus Pharmaceuticals Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretohereto and as otherwise provided herein, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date Effective Date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Mojo Organics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i6(b)(i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 or other available form for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (DPW Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(bin connection with transactions contemplated by clause (d) attached heretounder Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Vycor Medical Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 S-1 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Desert Gateway, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until 60 days following the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesSecurities and (iii) shall not prohibit the Company from filing a registration statement on Form S-8.

Appears in 1 contract

Sources: Registration Rights Agreement (ONCOSEC MEDICAL Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing (1) amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements, (2) one or more registration statements on Form S-8 and any amendments thereto and (ii3) shall not prohibit the Company from filing a shelf one or more registration statement statements on Form S-3 for a primary offering S-4 and any amendments thereto with respect to the issuance of securities in connection with acquisitions by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Molekule Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(bSchedules 6(b)(i) and 6(b)(ii) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company or from filing the Permitted Registration Statement (and any required amendments thereto) or a shelf registration statement covering the shares set forth on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable SecuritiesSchedule 6(b)(ii) hereto.

Appears in 1 contract

Sources: Registration Rights Agreement (Msgi Security Solutions, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretohereto and in connection with transactions contemplated by clause (d) under Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Imperial Petroleum Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (except for registration statements on Form S-8 or Form S-4 under the Securities Act) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement and (ii) shall not prohibit the Company from filing a shelf registration statement on Form S-3 F-3 for a primary offering by the Company, provided that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securities.

Appears in 1 contract

Sources: Registration Rights Agreement (Top Image Systems LTD)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached heretohereto and in connection with transactions contemplated by clause (e) under Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing (i) amendments to registration statements filed prior to the date of this Agreement and Agreement, (ii) shall not prohibit the Company from filing a shelf registration statement statements on Form S-3 for a primary offering by the CompanyS-4, provided that the Company makes no offering of securities (iii) registration statements on Form S-8 pursuant to such shelf transactions contemplated by clause (a) or (d) under Exempt Issuance or (iv) registration statement prior statements pursuant to the effective date of the Registration Statement required hereunder that includes all of the Registrable Securitiestransaction contemplated by clause (e) under Exempt Issuance.

Appears in 1 contract

Sources: Registration Rights Agreement (RiceBran Technologies)