Common use of Certain Registration Matters Clause in Contracts

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents. The Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e)this Agreement and the Transaction Documents and the representations and warranties made by all other purchasers of Units in the Offering, no registration under the Securities Act is required for the offer and sale of the Securities Investor’s Units by the Company to the Investor under the Transaction Documentshereunder.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(eSections 3.2(b)-(d), no registration under the Securities Act is required for the offer purchase and sale of the Securities by the Company Selling Stockholder Shares to the Investor under the Transaction DocumentsInvestors hereunder.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e)3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the each Investor’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares and Warrants by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(d), no registration under the Securities Act is required for the offer and sale of the Securities Selling Stockholder Shares and Warrants by the Company Selling Stockholders to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(f), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(d), no registration under the Securities Act is required for the offer and sale of the Securities Selling Stockholder Shares and Warrants and the offer of Conversion Shares by the Company Selling Stockholders to the Investor Investors under the Transaction Documents.Transaction

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(d), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company such Selling Stockholder to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b) -(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor Investors or the transfer of the 2010 Make Good Shares by the Make Good Pledgor to the Investors under the Transaction Documents. The Company is eligible to register its Common Stock for resale by the Investors under the Securities Act.

Certain Registration Matters. Assuming the accuracy of the Investor’s Purchasers’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Purchasers under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor under the Transaction DocumentsDocuments and the Asset Purchase Agreement.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares and Warrant Shares by the Company to the Investor Investors under the Transaction Documents. The Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e)this Agreement and the Transaction Documents, and the representations and warranties made by all other purchasers of shares of Common Stock in the Offering, no registration under the Securities Act is required for the offer and sale of the Securities Investor Shares by the Company to the Investor under the Transaction Documentshereunder.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Convertible Notes and Warrants by the Company to the Investor Investors under the Transaction Documents. The Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents. The Company has not granted or agreed to grant to any Person any rights (including "piggy back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors' representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor Investors under the Transaction Documents. The Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e)Sections 3.3(b)-(d) and in the Investors’ Questionnaires, no registration under the Securities Act is required for the offer purchase and sale of the Securities by the Company Selling Stockholder Shares to the Investor under the Transaction DocumentsInvestors hereunder.

Certain Registration Matters. Assuming the accuracy of the Investor’s 's representations and warranties set forth in Section 3.2(b)-(e)4.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents. Except as specified in the Disclosure Materials, the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor Investors under the Transaction Documentsthis Agreement.

Certain Registration Matters. Assuming the ---------------------------- accuracy of the Investor’s Investors' representations and warranties set forth in Section Sections 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents.the

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.2(b)-(d), no registration under the Securities Act is required for the offer purchase and sale of the Securities by the Company Selling Stockholder Shares to the Investor under the Transaction DocumentsInvestors hereunder.

Certain Registration Matters. Assuming the accuracy of the InvestorPurchaser’s representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Purchaser under the Transaction Documents. The Company is eligible to register the resale of its Common Stock for resale by the Purchaser under Form S-3 under the Securities Act.

Certain Registration Matters. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Securities Units by the Company to the Investor under the Transaction Documentsthis Agreement.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares and Warrants and the offer of the Conversion Shares and the Warrant Shares by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e)3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction Documents. The Company is eligible to register its Common Stock underlying the Securities for resale by the Investors under the Securities Act.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares and the offer of the Conversion Shares by the Company to the Investor Investors under the Transaction Documents.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e2.6(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investor Investors under the Transaction DocumentsDocuments and the Asset Purchase Agreement.

Certain Registration Matters. Assuming the accuracy of the Investor’s Investors’ representations and warranties set forth in Section 3.2(b)-(e3.3(b)-(e), no registration under the Securities Act is required for the offer and sale of the Securities Shares by the Company to the Investor Investors under the Transaction Documents.