Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 82 contracts
Samples: Registration Rights Agreement (Tantech Holdings LTD), Registration Rights Agreement (Global Employment Holdings, Inc.), Registration Rights Agreement (Mechanical Technology Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 63 contracts
Samples: Registration Rights Agreement (XpresSpa Group, Inc.), Registration Rights Agreement (Emerald Medical Applications Corp.), Registration Rights Agreement (Seneca Biopharma, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 36 contracts
Samples: Registration Rights Agreement (Universal Travel Group), Registration Rights Agreement (Phantom Fiber Corp), Registration Rights Agreement (AeroGrow International, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 29 contracts
Samples: Registration Rights Agreement (Hpev, Inc.), Registration Rights Agreement (Yieldup International Corp), Registration Rights Agreement (Gumtech International Inc \Ut\)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 29 contracts
Samples: Securities Purchase Agreement (Encorium Group Inc), Registration Rights Agreement (Touchstone Resources Usa, Inc.), Registration Rights Agreement (Broadvision Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (viv) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 27 contracts
Samples: Registration Rights Agreement (Safe Transportation Systems Inc), Registration Rights Agreement (Elite Flight Solutions Inc), Investor Registration Rights Agreement (Torque Engineering Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holder to any transferee of all or any portion of such Investorthe Holder’s Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 23 contracts
Samples: Registration Rights Agreement (Quikbyte Software Inc), Registration Rights Agreement (Catalyst Lighting Group Inc), Registration Rights Agreement (Black Nickel Acquisition Corp Ii)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 19 contracts
Samples: Registration Rights Agreement (Verenium Corp), Registration Rights Agreement (Image Entertainment Inc), Registration Rights Agreement (Stockeryale Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (viv) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Credit Agreement.
Appears in 11 contracts
Samples: Registration Rights Agreement (Advanced Viral Research Corp), Registration Rights Agreement (Forefront Inc), Registration Rights Agreement (European Micro Holdings Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Stockholder to any transferee of all or any portion of such Investorthe Stockholder’s Registrable Securities if: (i) the Investor Stockholder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is or might be restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 9 contracts
Samples: Securities Purchase Agreement (TFF Pharmaceuticals, Inc.), Registration Rights Agreement (Eton Pharmaceuticals, Inc.), Registration Rights Agreement (Eton Pharmaceuticals, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 8 contracts
Samples: Registration Rights Agreement (TXCO Resources Inc), Registration Rights Agreement (TXCO Resources Inc), Registration Rights Agreement (Discovery Laboratories Inc /De/)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holder to any transferee of all or any portion of such Investorthe Holder’s Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is or might be restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 7 contracts
Samples: Registration Rights Agreement (Cue Biopharma, Inc.), Registration Rights Agreement (Atomera Inc), Registration Rights Agreement for Investors (Energous Corp)
Assignment of Registration Rights. The rights under to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time promptly after such assignment; , (ii) the Company is, within a reasonable time promptly after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, and applicable law, including federal and state securities laws.
Appears in 7 contracts
Samples: Registration Rights Agreement (Galaxy Nutritional Foods Co), Registration Rights Agreement (Galaxy Nutritional Foods Co), Registration Rights Agreement (Galaxy Nutritional Foods Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Investor to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Master Facility Agreement.
Appears in 6 contracts
Samples: Registration Rights Agreement (Usurf America Inc), Registration Rights Agreement (Usurf America Inc), Registration Rights Agreement (Steroidogenesis Inhibitors International Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any permitted transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such assignment; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 6 contracts
Samples: Registration Rights Agreement (Greenidge Generation Holdings Inc.), Registration Rights Agreement (Research Solutions, Inc.), Registration Rights Agreement (Yayi International Inc)
Assignment of Registration Rights. The rights under to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time promptly after such assignment; , (ii) the Company is, within a reasonable time promptly after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, and applicable law, including federal and state securities laws.
Appears in 6 contracts
Samples: Registration Rights Agreement (Galaxy Nutritional Foods Inc), Note and Warrant Purchase Agreement (Galaxy Nutritional Foods Inc), Registration Rights Agreement (Deluca Frederick A)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 6 contracts
Samples: Registration Rights Agreement (Forbes Medi Tech Inc), Registration Rights Agreement (Forbes Medi Tech Inc), Registration Rights Agreement (Forbes Medi Tech Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Subscription Agreement.
Appears in 5 contracts
Samples: Registration Rights Agreement (Metalico Inc), Registration Rights Agreement (SMTC Corp), Seventh Amendment Subscription Agreement (SMTC Corp)
Assignment of Registration Rights. The registration rights under this Article VI of this Agreement with respect to applicable shares transferred by Investor pursuant to this agreement shall be automatically assignable by the Investors transferred to any transferee of all or any portion of such Investor’s Registrable Securities if: Securities, to the extent of such shares transferred, if (ia) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assignedtransferred; (iiic) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under this Agreement, the 1933 Securities Act or and applicable state securities laws; (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained hereinof this Agreement; and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Dialog Semiconductor PLC), Securities Purchase Agreement (Energous Corp), Securities Purchase Agreement (Dialog Semiconductor PLC)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors any Holder to any transferee of all or any portion of such Investor’s Registrable Securities if: (ia) the Investor such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned; (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; and (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 5 contracts
Samples: Agent Registration Rights Agreement (Securecare Technologies Inc), Investor Registration Rights Agreement (Securecare Technologies Inc), Agent Registration Rights Agreement (Securecare Technologies Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementSubscription Agreements, and in accordance with all applicable securities laws.
Appears in 5 contracts
Samples: Registration Rights Agreement (Northern Dynasty Minerals LTD), Subscription Agreement (Northern Dynasty Minerals LTD), Registration Rights Agreement (Northern Dynasty Minerals LTD)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Subscription Agreement.
Appears in 5 contracts
Samples: Subscription Agreement (SMTC Corp), Registration Rights Agreement (KushCo Holdings, Inc.), Registration Rights Agreement
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 5 contracts
Samples: Registration Rights Agreement (Qiao Xing Mobile Communication Co., Ltd.), Registration Rights Agreement (Qiao Xing Universal Telephone Inc), Registration Rights Agreement (Qiao Xing Universal Telephone Inc)
Assignment of Registration Rights. The rights under right to have PHT register Registrable Securities pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s the Registrable Securities if: (ia) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company PHT within a reasonable time after such assignment; , (iib) the Company PHT is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; laws and, (ivd) at or before the time the Company PHT receives the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company PHT to be bound by all of the provisions contained herein; and herein (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreementforegoing a “Permitted Transferee”).
Appears in 4 contracts
Samples: Debt Exchange Agreement and Investor Questionnaire (Performance Health Technologies Inc), Subscription Agreement and Investor Questionnaire (Performance Health Technologies Inc), Subscription Agreement and Investor Questionnaire (Performance Health Technologies Inc)
Assignment of Registration Rights. The rights under right to have PHT register Common Shares pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities the Notes, Warrants or Common Shares if: (ia) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company PHT within a reasonable time after such assignment; , (iib) the Company PHT is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; laws and, (ivd) at or before the time the Company PHT receives the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company PHT to be bound by all of the provisions contained herein; and herein (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreementforegoing a "Permitted Transferee").
Appears in 4 contracts
Samples: Subscription Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to assume and be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (A-Power Energy Generation Systems, Ltd.), Registration Rights Agreement (A-Power Energy Generation Systems, Ltd.), Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such transfer or assignment; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Infinity Energy Resources, Inc), Registration Rights Agreement (Infinity Energy Resources, Inc), Registration Rights Agreement (Infinity Energy Resources, Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Galaxy Energy Corp), Registration Rights Agreement (Gulf Western Petroleum Corp), Registration Rights Agreement (Galaxy Energy Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Buyers to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Commercialization Agreement (Patriot Scientific Corp), Registration Rights Agreement (Omni Usa Inc), Securities Purchase Agreement (Patriot Scientific Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any permitted transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such assignment; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc), Registration Rights Agreement (Link Resources Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities lawslaws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase applicable Exchange Agreement; and (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws.
Appears in 4 contracts
Samples: Registration Rights Agreement (Workstream Inc), Registration Rights Agreement (Workstream Inc), Registration Rights Agreement (Workstream Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holders to any transferee of all or any portion of such Investor’s Registrable Securities if: if (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities Registrable Securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities Registrable Securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Investment Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Access Power Inc), Registration Rights Agreement (Access Power Inc), Registration Rights Agreement (Booktech Com Inc)
Assignment of Registration Rights. The rights of any Investor under this Agreement shall may be automatically assignable assigned by the Investors such Investor to any transferee of all or any portion of such Investor’s Registrable Securities ifSecurities; provided, that: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities Registrable Securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company Company, in form and substance reasonably acceptable to the Company, to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Marrone Bio Innovations Inc), Registration Rights Agreement (Ardsley Advisory Partners), Registration Rights Agreement (Ardsley Advisory Partners)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time three (3) Business Days after such assignment; (ii) the Company is, within a reasonable time three (3) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (pSivida LTD), Registration Rights Agreement (pSivida LTD), Registration Rights Agreement (pSivida LTD)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any permitted transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Trading Days after such assignment; (ii) the Company is, within a reasonable time five (5) Trading Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 4 contracts
Samples: Form of Registration Rights Agreement (Know Labs, Inc.), Registration Rights Agreement, Form of Registration Rights Agreement (Know Labs, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Warrant Holders to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor Warrant Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (viv) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Placement Agent Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Rubber Technology International Inc /Nv), Registration Rights Agreement (Pick Ups Plus Inc), Registration Rights Agreement (Stratus Services Group Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time time, but no later than fifteen (15) days after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignmenttime, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tousa Inc), Registration Rights Agreement (Tousa Inc), Registration Rights Agreement (Tousa Inc)
Assignment of Registration Rights. The rights under this Agreement Section 8 shall be automatically assignable by the Investors a Purchaser to any transferee of all or any portion of such Investorthe Purchaser’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 3 contracts
Samples: Series a Preferred Subscription Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities Registrable Securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities Registrable Securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the this Agreement and the other Transaction Documents (as defined in the Securities Purchase Agreement).
Appears in 3 contracts
Samples: Registration Rights Agreement (Raptor Networks Technology Inc), Registration Rights Agreement (Raptor Networks Technology Inc), Registration Rights Agreement (Raptor Networks Technology Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Share Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Glori Energy Inc.), Registration Rights Agreement (Glori Energy Inc.), Registration Rights Agreement (Infinity Cross Border Acquisition Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Purchasers to any transferee of all or any portion of such Investor’s the Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of of: (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , and (v) such transfer transferee shall have been made be an “accredited investor” as that term defined in accordance with the applicable requirements Rule 501 of Regulation D promulgated under the Securities Purchase AgreementAct.
Appears in 3 contracts
Samples: Registration Rights Agreement (Barfresh Food Group Inc.), Registration Rights Agreement (Barfresh Food Group Inc.), Registration Rights Agreement (Barfresh Food Group Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement; and (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws.
Appears in 3 contracts
Samples: Registration Rights Agreement (Magnetar Capital Partners LP), Registration Rights Agreement (Think Partnership Inc), Registration Rights Agreement (Universal Food & Beverage Compny)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Intervoice Brite Inc), Registration Rights Agreement (Zix Corp), Registration Rights Agreement (3do Co)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee or assignee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Exchange Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Longview Fund Lp), Registration Rights Agreement (Sonterra Resources, Inc.), Registration Rights Agreement (River Capital Group, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with provides the Company with a writing agreeing to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Pemstar Inc), Registration Rights Agreement (Pemstar Inc), Registration Rights Agreement (Intraware Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (OptimumBank Holdings, Inc.), Registration Rights Agreement (OptimumBank Holdings, Inc.), Stock Purchase Agreement (OptimumBank Holdings, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement; and (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws.
Appears in 3 contracts
Samples: Registration Rights Agreement (Universal Food & Beverage Compny), Registration Rights Agreement (Devcon International Corp), Securities Purchase Agreement (Devcon International Corp)
Assignment of Registration Rights. The rights under this Agreement Section 10 shall be automatically assignable by the Investors a Purchaser to any transferee of all or any portion of such Investorthe Purchaser’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Arrowhead Research Corp), Securities Purchase Agreement (Herschkowitz Samuel), Securities Purchase Agreement (Skyline Medical Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Investor to any transferee of all or any portion of such the Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Form of Registration Rights Agreement (Chatsworth Acquisitions I Inc), Form of Registration Rights Agreement (Chatsworth Acquisitions Iii Inc), Form of Registration Rights Agreement (Chatsworth Acquisitions Ii Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Datatec Systems Inc), Registration Rights Agreement (Datatec Systems Inc), Registration Rights Agreement (Datatec Systems Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holder to any transferee of all or any portion of such InvestorHolder’s Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementMerger Agreement and any lock-up provisions contained therein.
Appears in 3 contracts
Samples: Merger Agreement (Afh Acquisition Iv, Inc.), Registration Rights Agreement (Targeted Medical Pharma, Inc.), Registration Rights Agreement (Emmaus Holdings, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holder to any transferee of all or any portion of such Investor’s the Holder's Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Forex365, Inc.), Registration Rights Agreement (Forex365, Inc.), Registration Rights Agreement (Forex365, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and applicable securities laws.
Appears in 3 contracts
Samples: Registration Rights Agreement (Commtouch Software LTD), Stockholders Agreement (Defense Industries International Inc), Registration Rights Agreement (Commtouch Software LTD)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Seller within a reasonable time after such assignment; (ii) the Company Seller is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company Seller receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company Seller to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
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.)
Assignment of Registration Rights. The rights under right to have PHT register Registrable Securities pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s the Registrable Securities if: (ia) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company PHT within a reasonable time after such assignment; , (iib) the Company PHT is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; laws and, (ivd) at or before the time the Company PHT receives the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company PHT to be bound by all of the provisions contained herein; and herein (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreementforegoing a "Permitted Transferee").
Appears in 3 contracts
Samples: Subscription Agreement (Performance Health Technologies Inc), Debt Exchange Agreement (Performance Health Technologies Inc), Subscription Agreement (Performance Health Technologies Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holders to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Exchange Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/), Registration Rights Agreement (Netplex Group Inc), Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/)
Assignment of Registration Rights. The rights under right to have LTC register Shares pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities the Shares if: (ia) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company LTC within a reasonable time after such assignment; , (iib) the Company LTC is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment assignment, the further disposition of such securities by be the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; laws and, (ivd) at or before the time the Company LTC receives the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company LTC to be bound by all of the provisions contained herein; and herein (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreementforegoing a "Permitted Transferee").
Appears in 3 contracts
Samples: Note Purchase and Sale Agreement (Lithium Technology Corp), Note Purchase and Sale Agreement (Lithium Technology Corp), Note Purchase and Sale Agreement (Lithium Technology Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors each Holder to any transferee of all or any portion (but not less than 1,000 shares or the equivalent thereof) of such InvestorHolder’s Registrable Securities if: (i) the Investor such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is or might be restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Resonant Inc), Registration Rights Agreement (Resonant Inc), Security Agreement (Resonant Inc)
Assignment of Registration Rights. The rights under of the Investor hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement shall Agreement, will be automatically assignable assigned by the Investors Investor to any transferee transferees or assignees of all or any portion of such Investor’s the Registrable Securities Securities, but only if: (ia) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iiic) immediately following after such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; herein and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Subscription Agreement.
Appears in 3 contracts
Samples: Form of Registration Rights Agreement (State Bancorp Inc), Of Registration Rights Agreement (Independence Bancshares, Inc.), Form of Registration Rights Agreement (SCBT Financial Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and applicable securities laws.
Appears in 3 contracts
Samples: Registration Rights Agreement (Electro Optical Sciences Inc /Ny), Registration Rights Agreement (Electro Optical Sciences Inc /Ny), Form of Registration Rights Agreement (Electro Optical Sciences Inc /Ny)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors an Investor to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the such Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (MDwerks, Inc.), Registration Rights Agreement (Charys Holding Co Inc), Registration Rights Agreement (Catuity Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holders to any transferee of all or any portion of such Investor’s Registrable Securities having a face value of at least $5,000,000 if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time ten (10) days after such assignment; (ii) the Company is, within a reasonable time ten (10) days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Amended and Restated Redemption and Exchange Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Microstrategy Inc), Registration Rights Agreement (Microstrategy Inc), Registration Rights Agreement (Microstrategy Inc)
Assignment of Registration Rights. The rights under this Agreement Section 5.3 shall be automatically assignable by the Investors a Purchaser to any transferee of all or any portion of such Investorthe Purchaser’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cardiff Lexington Corp), Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (1847 Holdings LLC)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holders to any transferee of all or any portion of such Investor’s Registrable Securities having a face value of at least $5,000,000 if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time ten (10) days after such assignment; (ii) the Company is, within a reasonable time ten (10) days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Redemption and Exchange Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Microstrategy Inc), Registration Rights Agreement (Microstrategy Inc), Registration Rights Agreement (Microstrategy Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Warrant Exercise Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Applied Dna Sciences Inc), Registration Rights Agreement (Applied Dna Sciences Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, evidenced by signing a signature page to this Agreement in its then current form; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (CSK Auto Corp), Registration Rights Agreement (CSK Auto Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors an Holder to any transferee of all or any portion of such InvestorHolder’s Registrable Securities if: (i) the Investor such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Charys Holding Co Inc), Securities Purchase Agreement (Charys Holding Co Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementSubscription Agreements, if applicable.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fluoropharma Medical, Inc.), Registration Rights Agreement (Fluoropharma Medical, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) . To the extent that a transfer requires an amendment or a prospectus supplement to a Registration Statement, such transfer shall have not be effective until such amendment or prospectus supplement has been made in accordance filed with the applicable requirements of the Securities Purchase AgreementSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jakks Pacific Inc), Registration Rights Agreement (Jakks Pacific Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (W270, Inc.), Registration Rights Agreement (Trist Holdings, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and , (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.transfer
Appears in 2 contracts
Samples: Registration Rights Agreement (Vital Living Products Inc), Securities Purchase Agreement (Vital Living Products Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jed Oil Inc.), Registration Rights Agreement (Medicor LTD)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any permitted transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such assignment; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (You on Demand Holdings, Inc.), Registration Rights Agreement (China Broadband Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities having an aggregate fair market value of at least $1,000,000 on the date of transfer if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (MRV Communications Inc), Securities Purchase Agreement (MRV Communications Inc)
Assignment of Registration Rights. The rights under this Agreement Section 10 shall be automatically assignable by the Investors a Purchaser to any transferee of all or any portion of such Investorthe Purchaser’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.. 18
Appears in 2 contracts
Samples: Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Givemepower Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Odyssey Marine Exploration Inc), Purchase Agreement (Odyssey Marine Exploration Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Parent to any transferee of all or any portion of such InvestorParent’s Registrable Securities if: (i) the Investor Parent agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Equity Purchase Agreement (1347 Property Insurance Holdings, Inc.), Registration Rights Agreement (1347 Property Insurance Holdings, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holder to any transferee of all or any portion of such Investorthe Holder’s Registrable Securities or the Holder’s interests as a lender under the Credit Agreement if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with herein by delivering to the applicable requirements of the Securities Purchase AgreementCompany a duly executed joinder agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (GEE Group Inc.), Registration Rights Agreement (GEE Group Inc.)
Assignment of Registration Rights. The rights under this Agreement Section 10 shall be automatically assignable by the Investors a Purchaser to any transferee of all or any portion of such Investorthe Purchaser’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ap Pharma Inc /De/), Securities Purchase Agreement (Arrowhead Research Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Covered Holders and Warrant Holders to any transferee of all or any portion of such InvestorHolder’s Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (New Horizons Worldwide Inc), Registration Rights Agreement (New Horizons Worldwide Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities lawslaws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement; and (vi) such transfer shall have been conducted in accordance with all applicable federal and state securities laws.
Appears in 2 contracts
Samples: Registration Rights Agreement (Generex Biotechnology Corp), Registration Rights Agreement (Royale Energy Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by any of the Investors Holders to any transferee or assignee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time promptly after such transfer or assignment; , (ii) the Company is, within a reasonable time promptly after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment the further disposition of such securities Registrable Securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Standard Parking Corp), Form of Registration Rights Agreement (Standard Parking Corp)
Assignment of Registration Rights. The rights under right to have LTC register Shares pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities the Shares if: (ia) the Investor Ilion agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company LTC within a reasonable time after such assignment; , (iib) the Company LTC is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following such transfer or assignment assignment, the further disposition of such securities by be the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; laws and, (ivd) at or before the time the Company LTC receives the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company LTC to be bound by all of the provisions contained herein; and herein (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreementforegoing a "Permitted Transferee").
Appears in 2 contracts
Samples: Termination Agreement (Lithium Technology Corp), Termination Agreement (Lithium Technology Corp)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any permitted transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rightsrights and such transferee agrees to be bound by the terms of this Agreement, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such assignment; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Placement Agent Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Applied Blockchain, Inc.), Registration Rights Agreement (Applied Blockchain, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Edap TMS Sa), Registration Rights Agreement (Whitehall Jewellers Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, and in accordance with all applicable securities laws.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vitran Corp Inc), Securities Purchase Agreement (Vitran Corp Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; , (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; , (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Summus Inc), Registration Rights Agreement (Summus Inc Usa)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Primary Securities Purchase Agreement, if applicable.
Appears in 2 contracts
Samples: Securities Purchase Agreement (eHi Car Services LTD), Registration Rights Agreement (eHi Car Services LTD)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time ten (10) days after such assignment; (ii) the Company is, within a reasonable time ten (10) days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Midway Games Inc), Registration Rights Agreement (Midway Games Inc)
Assignment of Registration Rights. The rights under this Agreement Article VII shall be automatically assignable by the Investors an Investor to any transferee of all or any portion of such the Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp), Securities Purchase Agreement (Galena Biopharma, Inc.)
Assignment of Registration Rights. The rights under Section II of this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (De Shaw Laminar Portfolios LLC), Investors’ Rights Agreement (De Shaw Laminar Portfolios LLC)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of at least 100,000 shares of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time ten (10) days after such assignment; (ii) the Company is, within a reasonable time ten (10) days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreements and applicable laws.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vyyo Inc), Registration Rights Agreement (Vyyo Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (viv) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Blagman Media International Inc), Investor Registration Rights Agreement (Vertical Computer Systems Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) . To the extent that a transfer requires an amendment or a prospectus supplement to a Registration Statement, such transfer shall have not be effective until such amendment or prospectus supplement has been made in accordance filed with the applicable requirements of the Securities Purchase AgreementSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jakks Pacific Inc), Registration Rights Agreement (Jakks Pacific Inc)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Purchasers to any transferee of all or any portion of such InvestorPurchaser’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Regenicin, Inc.), Registration Rights Agreement (Confederate Motors, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Holders to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Merger Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Algiers Resources Inc/Ny), Stock Purchase Agreement (Johnson Winston)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Artemis International Solutions Corp), Registration Rights Agreement (Integrated Biopharma Inc)
Assignment of Registration Rights. The rights under of each Purchaser hereunder, including the right to have the Company register the Shares pursuant to this Agreement shall Agreement, will be automatically assignable assigned by such Purchaser to transferees or assignees of the Investors to any transferee of all or any portion of Shares, but only if (a) such Investor’s Registrable Securities if: (i) the Investor Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities Shares with respect to which such registration rights are being transferred or assigned; , (iiic) immediately following after such transfer or assignment assignment, the further disposition of such securities Shares by the transferee or assignee is restricted under the 1933 Securities Act or and applicable state securities laws; , (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this sentence sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; , (e) the transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D, and (vf) such the transfer shall have been of Shares is made in accordance with the applicable requirements provisions of the Securities Purchase AgreementSection 5 and Section 7.2 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Deep Down, Inc.), Purchase Agreement (Deep Down, Inc.)
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors Investor to any transferee of all or any portion of such Investor’s Registrable Securities if: if (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities Registrable Securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities Registrable Securities by the transferee or assignee is restricted under the 1933 Act or and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementSubscription Agreement and Debenture.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ivoice Com Inc /De), Registration Rights Agreement (Ivoice Com Inc /De)
Assignment of Registration Rights. The rights under Section II of this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s 's Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Russ Berrie & Co Inc), Investors' Rights Agreement (Prentice Capital Management, LP)
