Common use of Allocation of Registrable Securities Clause in Contracts

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cano Petroleum, Inc), Registration Rights Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc)

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Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 5 contracts

Samples: Registration Rights Agreement (Ascendia Brands, Inc.), Registration Rights Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Devcon International Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Ordinary Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 4 contracts

Samples: Form of Registration Rights Agreement (Wize Pharma, Inc.), Registration Rights Agreement (China Linen Textile Industry, LTD), Registration Rights Agreement (Jeffs' Brands LTD)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors (subject to the Investor’s obligation to furnish information to the Company pursuant to Section 4(a) hereof) based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 4 contracts

Samples: Securities Purchase Agreement (A123 Systems, Inc.), Registration Rights Agreement (Marshall Edwards Inc), Registration Rights Agreement (Marshall Edwards Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock ADRs included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and Other than as permitted by Section 4(k) of the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration StatementSecurities Purchase Agreement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (pSivida LTD), Registration Rights Agreement (pSivida LTD), Registration Rights Agreement (pSivida LTD)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein pursuant to Section 2(e) shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Required HoldersRegistrable Securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (24/7 Real Media Inc), Registration Rights Agreement (Noble International, Ltd.), Registration Rights Agreement (Epiq Systems Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor Holder sells or otherwise transfers any of such Investor’s Holder's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/), Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/), Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx For purposes hereof, the number of Registrable Securities held by an Investor includes all Registrable Securities issuable upon the conversion of Notes and the Estate exercise of Miles X’XxxxxxxxWarrants held by such Investor, who have the right without regard to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities limitations on any Registration Statement without the prior written consent conversion of the Required HoldersNotes or exercise of the Warrants.

Appears in 3 contracts

Samples: Registration Rights Agreement (Medicor LTD), Registration Rights Agreement (CardioVascular BioTherapeutics, Inc.), Registration Rights Agreement (Galaxy Energy Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Modtech Holdings Inc), Registration Rights Agreement (Modtech Holdings Inc), Registration Rights Agreement (Iparty Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Maple Mountain Explorations Inc.), Registration Rights Agreement (Maple Mountain Explorations Inc.), Registration Rights Agreement (LOCAL.COM)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities be included on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (China Precision Steel, Inc.), Registration Rights Agreement (China Precision Steel, Inc.), Registration Rights Agreement (China Precision Steel, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities held by an Investor includes all Registrable Securities issuable upon exercise of Warrants held by such Investor, without regard to any limitation on any Registration Statement without the prior written consent exercise of the Required HoldersWarrants.

Appears in 3 contracts

Samples: Registration Rights Agreement (Infinity Energy Resources, Inc), Registration Rights Agreement (Infinity Energy Resources, Inc), Registration Rights Agreement (TRM Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock Other than as set forth in the Registration StatementSchedule 2(b), in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Apollo Resources International Inc), Registration Rights Agreement (Earth Biofuels Inc), Registration Rights Agreement (Earth Biofuels Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Proliance International, Inc.), Registration Rights Agreement (Syntax-Brillian Corp), Registration Rights Agreement (Emcore Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Universal Food & Beverage Compny), Registration Rights Agreement (Phantom Fiber Corp), Registration Rights Agreement (Sorell, Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event The Company shall the Company not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Qiao Xing Universal Telephone Inc), Registration Rights Agreement (Qiao Xing Universal Telephone Inc), Registration Rights Agreement (Qiao Xing Universal Telephone Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities pursuant to Section 9, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders except to the extent required by existing agreements.

Appears in 3 contracts

Samples: Registration Rights Agreement (Microvision Inc), Registration Rights Agreement (Microvision Inc), Registration Rights Agreement (Microvision Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any To the extent permitted by the SEC, any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Additional Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Subscription Agreement (China Armco Metals, Inc.), Subscription Agreement (China Armco Metals, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx For purposes hereof, the number of Registrable Securities held by an Investor includes all Registrable Securities issuable upon the conversion of Notes and the Estate exercise of Miles X’XxxxxxxxWarrants held by such Investor, who have the right without regard to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities limitations on any Registration Statement without the prior written consent conversion of the Required HoldersNotes or exercise of the Warrants.

Appears in 2 contracts

Samples: Registration Rights Agreement (Galaxy Energy Corp), Registration Rights Agreement (Galaxy Energy Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such InvestorHolder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Neorx Corp), Securities Purchase Agreement (Bioject Medical Technologies Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor Holder sells or otherwise transfers any of such InvestorHolder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx The Holders understand that the Company has obligations with respect to other registration rights and that the Estate of Miles X’Xxxxxxxx, who have the right to Company may include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any Statement those securities other than Registrable Securities set forth on any Registration Statement without the prior written consent Schedule 2(b) hereof with respect to which it has an existing obligation to register such securities under 1933 Act as of the Required Holdersdate hereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Charys Holding Co Inc), Registration Rights Agreement (Charys Holding Co Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock ADSs included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Cellect Biotechnology Ltd.), Securities Purchase Agreement (Cellect Biotechnology Ltd.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders or the Investor Representative. If the SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, the Registrable Securities on such Registration Statement shall be decreased on a pro rata basis and, unless otherwise requested by an Investor, the Warrant Shares included on such Registration Statement shall be decreased first.

Appears in 2 contracts

Samples: Registration Rights Agreement (Link Resources Inc.), Registration Rights Agreement (Tanke Biosciences Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who The Company shall have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any the Registration Statement without in its sole and absolute discretion, including shares held by other investors and primary shares being offered by the prior written consent of the Required HoldersCompany.

Appears in 2 contracts

Samples: Registration Rights Agreement (Natural Gas Systems Inc/New), Registration Rights Agreement (Natural Gas Systems Inc/New)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event The Company shall the Company not include any securities other than Registrable Securities (other than (i) on any the Initial Registration Statement Statement, the shares described on Schedule 2(c)(i) and (ii) on the Additional Registration Statement, the shares described on Schedule 2(c)(ii)) without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Allied Defense Group Inc), Registration Rights Agreement (Allied Defense Group Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such the Registration Statement for such transferor. Any shares of Common Stock included in a the Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Required HoldersRegistrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Earth Biofuels Inc), Registration Rights Agreement (Unigene Laboratories Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event The Company shall the Company not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Telkonet Inc), Registration Rights Agreement (NGAS Resources Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event The Company shall the Company not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Qiao Xing Mobile Communication Co., Ltd.), Registration Rights Agreement (Qiao Xing Universal Telephone Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statementas set forth on Schedule 2(b), in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Think Partnership Inc), Registration Rights Agreement (Magnetar Capital Partners LP)

Allocation of Registrable Securities. The initial If the number of Registrable Securities included in any Registration Statement and any increase in is subject to reduction at the direction of the staff of the SEC, such number of Registrable Securities included therein in any such Registration Statement shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the that are to be included in such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SECStatement. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Registrable Securities included in a Registration Statement and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’XxxxxxxxRegistrable Securities held by an Investor includes all Registrable Securities issuable upon conversion of Securities held by such Investor, who have without regard to any limitation on the right to include up to 1,791,320 shares conversion of Common Stock in the Registration Statement, in Securities. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Great Elm Capital Group, Inc.), Registration Rights Agreement (Great Elm Group, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such the Registration Statement for such transferor. Any shares of Common Stock included in a the Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed pursuant to Section 2(a) hereof without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Merge Healthcare Inc), Form of Registration Rights Agreement (Merge Healthcare Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statementdescribed on Exhibit C, in no event shall the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Wentworth Energy, Inc.), Registration Rights Agreement (Wentworth Energy, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Purchasers based on the number of Registrable Securities held by each Investor Purchaser at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SECCommission. In the event that an Investor Purchaser sells or otherwise transfers any of such InvestorPurchaser’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsPurchasers, pro rata based on the number of Registrable Securities then held by such Investors Purchasers which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersPurchasers.

Appears in 2 contracts

Samples: Registration Rights Agreement (Confederate Motors, Inc.), Registration Rights Agreement (Regenicin, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferortransferor to the extent such shares are still required to be registered on a registration statement. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Required HoldersRegistrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Toreador Resources Corp), Securities Purchase Agreement (Toreador Resources Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders or the Investor Representative. If the SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, the Registrable Securities on such Registration Statement shall be decreased on a pro rata basis and, unless otherwise requested by an Investor with respect to its Shares and Warrant Shares, the Warrant Shares included on such Registration Statement shall be decreased first.

Appears in 2 contracts

Samples: Registration Rights Agreement (You on Demand Holdings, Inc.), Registration Rights Agreement (China Broadband Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities to one or more Investors, each transferee Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferortransferor Investor at the time of transfer. Any shares of Common Stock included in a Registration Statement and which that remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nestor Inc), Registration Rights Agreement (Nestor Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to The Company may include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without to the extent the Company is contractually obligated to do so pursuant to registration rights obligations in existence prior written consent to the date of the Required Holdersthis Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Commerce One Inc / De/), Registration Rights Agreement (Commerce One Inc / De/)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities to one or more Investors, each transferee Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferortransferor Investor at the time of transfer. Any shares of Common Stock included in a Registration Statement and which that remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and Other Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Global Employment Holdings, Inc.), Registration Rights Agreement (Global Employment Holdings, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities for resale on any Registration Statement without the prior written consent of the Required Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ener1 Inc), Registration Rights Agreement (Ener1 Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such InvestorHolder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Majority Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement (DelMar Pharmaceuticals, Inc.), Registration Rights Agreement (DarioHealth Corp.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statementas provided on Schedule B hereto, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders or the Investor Representative. If the SEC requires that the Company register less than the amount of Registrable Securities originally included on any Registration Statement at the time it was filed, the Registrable Securities on such Registration Statement shall be decreased on a pro rata basis and, unless otherwise requested by an Investor, the Warrant Shares included on such Registration Statement shall be decreased first.

Appears in 2 contracts

Samples: Securities Purchase Agreement (International Isotopes Inc), Registration Rights Agreement (International Isotopes Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx The Investors understand that the Company has obligations with respect to other registration rights and that the Estate of Miles X’Xxxxxxxx, who have the right to Company may include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall Statement those securities set forth on Schedule 2(b) hereof with respect to which it has an existing obligation to register such securities under the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent 1933 Act as of the Required Holdersdate hereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (MDwerks, Inc.), Registration Rights Agreement (Catuity Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and 300,000 shares of Common Stock underlying warrants issued to the Placement Agent (as defined in the Securities Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (China Direct, Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Purchasers based on the number of Registrable Securities held by each Investor Purchaser at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Purchaser sells or otherwise transfers any of such Investor’s Purchaser's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsPurchasers, pro rata based on the number of Registrable Securities then held by such Investors Purchasers which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Accelerated Pharma, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders except for up to 2,597,424 shares of Common Stock issuable by the Company upon exercise of warrants issued by the Company to the Placement Agent (as defined in the Securities Purchase Agreement) on the Closing Date.

Appears in 1 contract

Samples: Registration Rights Agreement (Applied Spectrum Technologies Inc)

Allocation of Registrable Securities. The Subject to Section 2(d), the initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and Noteholder Registerable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Quest Patent Research Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein pursuant to Section 2(e) shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Class A Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Required HoldersRegistrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Vaso Active Pharmaceuticals Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities other than pursuant to the Plan of Distribution contained in the Registration Statement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company Parent include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (PRB Energy, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Novavax Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; provided, however, the Initial Registration Statement shall include (i) those 241,663 shares of Common Stock subject to the Company’s Registration Rights Agreement dated January 7, 2015, (the “January Shares”), such that the shares of Common Stock that are entitled to be included in the Initial Registration Statement shall first be allocated to the January Shares, and second to the Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Nemus Bioscience, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders; except that the shares of Common Stock underlying the Xxxxxxxxxx Warrants (as defined in Section 30(u) of the Notes) may be included in one or more Registration Statements pro rata with the Warrant Shares, but not until after all of the Conversion Shares issued or issuable upon conversion of all of the Notes have been included in one or more Registration Statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Raptor Networks Technology Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent held by an Investor includes all Registrable Securities issuable upon exercise of Warrants held by such Investor or conversion of the Required HoldersNotes held by such Investor, without regard to any limitation on the exercise of the Warrants or conversion of the Notes.

Appears in 1 contract

Samples: Registration Rights Agreement (Infinity Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Purchasers based on the number of Registrable Securities held by each Investor Purchaser at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by filed with the SECCommission. In the event that an Investor a Purchaser sells or otherwise transfers any of such InvestorPurchaser’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Registrable Securities included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsPurchasers, pro rata based on the number of Registrable Securities then held by such Investors Purchasers which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Gold Resource Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities other than pursuant to the Plan of Distribution contained in the Registration Statement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock as provided in the Registration StatementSection 2.4, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (GreenHunter Energy, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such InvestorHolder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed with the SEC pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof without the prior written consent of the Required Majority Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (GeoEye, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase increase, as applicable, in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company Issuer include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (CHINA METRO-RURAL HOLDINGS LTD)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, subject to Section 9, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Ordinary Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (MaxQ AI Ltd.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolder.

Appears in 1 contract

Samples: Registration Rights Agreement (Emerald Medical Applications Corp.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein pursuant to Section 2(d) shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least two-thirds of the Required HoldersRegistrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Viewpoint Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Buyers based on the number of Registrable Securities held by each Investor Buyer at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor a Buyer sells or otherwise transfers any of such Investor’s Buyer's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsBuyers, pro rata based on the number of Registrable Securities then held by such Investors Buyers which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Quest Patent Research Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Solidion Technology Inc.)

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Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx Other than securities issued in a Qualified Financing and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock securities set forth in the Registration StatementSchedule 2(b), in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Orion Ethanol, Inc)

Allocation of Registrable Securities. The initial number of --------------------------------------- Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx The Investors understand that the Company has obligations with respect to other registration rights and that the Estate of Miles X’Xxxxxxxx, who have the right to Company may include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any Statement those securities other than Registrable Securities set forth on any Registration Statement without the prior written consent Schedule 2(b) hereof with respect to which it has an existing obligation to register such securities under 1933 Act as of the Required Holdersdate hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Charys Holding Co Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersMST.

Appears in 1 contract

Samples: Registration Rights Agreement (Iron Mining Group, Inc.)

Allocation of Registrable Securities. The Subject to Section 11, the initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right Subject to include up to 1,791,320 shares of Common Stock in the Registration StatementSection 11, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Interpharm Holdings Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’XxxxxxxxOther than as set forth on Schedule 2(c), who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company shall not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Inksure Technologies Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s ’ s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Odyssey Marine Exploration Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable SecuritiesSecurities to one or more Investors, each transferee Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferortransferor Investor at the time of transfer. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and Other Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Employment Holdings, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities other than pursuant to the Plan of Distribution contained in the Registration Statement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Maverick Oil & Gas, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee that becomes an investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such the Registration Statement for such transferor. Any shares of Common Stock included in a the Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Aircraft Solutions, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein pursuant to Section 2(e) shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least two-thirds of the Required HoldersRegistrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Viewpoint Corp/Ny/)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein pursuant to Section 2(e) shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Investors holding at least a majority of the Required HoldersRegistrable Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dusa Pharmaceuticals Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Universal Travel Group)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event The Company shall the Company not include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Qiao Xing Mobile Communication Co., Ltd.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and the securities {00085348.4 / 0991-001} listed on Schedule 2(b) attached hereto on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (MFC Development Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors (if applicable) based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Manitex International, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SECCommission. In the event that an Investor a Holder sells or otherwise transfers any of such InvestorHolder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Investors holding at least a majority of the Required HoldersRegistrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Recorders Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least two-thirds of the Required Holders.Registrable Securities other than securities held on the date hereof by Aventis Pharmaceuticals, Inc. and Mainfield Enterprises Inc.

Appears in 1 contract

Samples: Registration Rights Agreement (Aphton Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to The Company may include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Daystar Technologies Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by filed with the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (China XD Plastics Co LTD)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Mergeco Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (PishPosh, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders, other than any Registration Statement on behalf of the Buyers that relates to an underwritten offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Power Equipment Group Inc/)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall shall, subject to the provisions of Section 9 hereof, be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Verilink Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities held by an Investor includes all Registrable Securities issuable upon the Conversion of Securities held by such Investor, without regard to any limitations on any Registration Statement without the prior written consent of the Required HoldersConversion thereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Probe Manufacturing Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time of the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a the Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in Statement In no event shall the Company include any securities other than (i) Registrable Securities on and (ii) such number of shares of Common Stock as may be requested pursuant to the exercise of existing piggyback registration rights disclosed in the schedules to the Securities Purchase Agreement, in any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (G Iii Apparel Group LTD /De/)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersBuyers.

Appears in 1 contract

Samples: Registration Rights Agreement (Valence Technology Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities held by an Investor includes all Registrable Securities issuable upon the conversion of Notes held by such Investor, without regard to any limitations on any Registration Statement without the prior written consent conversion of the Required HoldersNotes.

Appears in 1 contract

Samples: Registration Rights Agreement (Jed Oil Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities held by an Investor includes all Registrable Securities issuable upon exercise of Warrants held by such Investor, without regard to any limitation on any Registration Statement without the prior written consent exercise of the Required Holders.Warrants

Appears in 1 contract

Samples: Registration Rights Agreement (Infinity Energy Resources, Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company Parent include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vasogen Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable SecuritiesSecurities pursuant to Section 9, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and the securities issued pursuant to the Note Purchase Agreement and the Securities Purchase Documents (as defined in the Note Purchase Agreement) on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Artistdirect Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Dendo Global Corp)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Maxwell Technologies Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities and the Securities listed on Schedule 2(a) hereto on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Universal Food & Beverage Compny)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that is assigned rights under this Agreement pursuant to Section 9 shall be allocated a pro rata portion of the then remaining number of Registrable Securities then included in such Registration Statement for such transferorInvestor. Any shares of Common Stock Ordinary Shares included in a Registration Statement and which that remain allocated to any Person which ceases to who does not hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which that are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Quotient LTD)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares Shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required HoldersHolders other than the shares underlying or relating to the agreements and instruments set forth on Schedule 2(b) which shares may be included on the Registration Statement only to the extent the registration rights, as of the date hereof, of such shares require their inclusion on the Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Touchstone Resources Usa, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than the Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Millennium Cell Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Registration Rights Agreement (Lakes Entertainment Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the that are to be included in such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective (without giving effect to any limitations imposed by the SEC). In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock Registrable Securities included in a Registration Statement and which remain allocated to any Person which that ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and For purposes hereof, the Estate number of Miles X’XxxxxxxxRegistrable Securities held by an Investor includes all Registrable Securities issuable upon conversion of Preferred Shares held by such Investor, who have without regard to any limitation on the right to include up to 1,791,320 shares conversion of Common Stock in the Registration Statement, in Preferred Shares. In no event shall the Company include any securities other than Registrable Securities on in any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Stereotaxis, Inc.)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s 's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement prior to the sale of all Registrable Securities, without the prior written consent of Buyers holding at least a majority of the Required HoldersRegistrable Securities; provided, however, that Buyers shall be deemed to have consented to the inclusion of the Additional Securities in the Registration Statement of the Registrable Securities. The allocation of the Additional Securities shall be as determined by the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Organitech Usa Inc)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors Holders based on the number of Registrable Securities held by each Investor Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor a Holder sells or otherwise transfers any of such Investor’s Holder's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining InvestorsHolders, pro rata based on the number of Registrable Securities then held by such Investors Holders which are covered by such Registration Statement. Except for Xxxxx Xxxxx and the Estate of Miles X’Xxxxxxxx, who have the right to include up to 1,791,320 shares of Common Stock in the Registration Statement, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Zix Corp)

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