Common use of Certain Registration Matters Clause in Contracts

Certain Registration Matters. Assuming the accuracy of the 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 or any shares of Common Stock issuable upon the conversion or exercise thereof by the Company to the Investors under the Transaction Documents. Except as described in Schedule 3.1(u), 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Preferred Shares and Warrants by the Company to the Investors under the Transaction Documents. Except as described disclosed in Schedule 3.1(u3.1(s), 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 Investors’ 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Shares and Warrant Shares by the Company to the Investors Investor under the Transaction Documents. Except as described disclosed in Schedule 3.1(u3.1(t), the Company has not granted or agreed to grant to any Person other than the Investor 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Preferred Shares and Warrants by the Company to the Investors under the Transaction Documents. Except as described disclosed in Schedule 3.1(u3.1(s), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” "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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Shares by the Company to the Investors under the Transaction Documents. Except as described in specified on Schedule 3.1(u)3.1(t) and pursuant to the Registration Rights Agreement, 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof by the Company to the Investors under the Transaction Documents. Except as described in Schedule 3.1(u)3.1(v) of the Disclosure Schedule, 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. Except as described in Schedule 3.1(u3.1(v), and except for registration rights granted to the holders of the First Closing Securities, 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 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 or any shares of Common Stock issuable upon Shares, the conversion or exercise thereof Warrants and Warrant Shares by the Company to the Investors under the Transaction Documents. Except as described specified in Schedule 3.1(u3.1(v), 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 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 Shares, the Warrants or any shares of Common Stock issuable upon the conversion or exercise thereof Warrant Shares by the Company to the Investors under the Transaction Documents. Except as described disclosed in Schedule 3.1(u)the SEC Reports, 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. Except as described in disclosed on Schedule 3.1(u), 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 Investors’ Investor's representations and warranties set forth in Section 3.2(b)-(e3.2 and pursuant to Section 4.6(b), no registration under the Securities Act is required for the offer and sale of the Securities or any shares of Common Stock issuable upon the conversion or exercise thereof Shares by the Company to the Investors Investor under the Transaction Documents. Except as described set forth in the Schedule 3.1(u)of Exceptions, the Company has not granted or agreed to grant to any Person other than the Investor any rights (including “piggy-back” "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 Investors’ representations and warranties set forth in Section 3.2(b)-(e3(b)(ii)-(v), no registration under the Securities Act is required for the offer and sale of the Securities or any shares of Common Stock issuable upon the conversion or exercise thereof Shares by the Company to the Investors under the Transaction Documents. Except as described in specified on Schedule 3.1(u)3(a)(xx) and pursuant to the Registration Rights Agreement, 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof Shares by the Company to the Investors under the Transaction Documents. Except as described in Schedule 3.1(u), The Company is eligible to register its Common Stock for resale by the Investors under Form S-1 promulgated under the Securities Act. 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 Investors’ ' representations and warranties set forth in Section 3.2(b)-(e) and (g), no registration under the Securities Act is required for the offer and sale of the Securities or any shares Shares and the Warrants, and the offer of Common Stock issuable upon the conversion or exercise thereof Warrant Shares, by the Company to the Investors under the Transaction Documents. Except as described in Schedule 3.1(u), 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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof by the Company Shares to the Investors under the Transaction Documents. Except as described in Schedule 3.1(u), The Company is eligible to register its Common Stock for resale by the Investors under Form S-1 or Form SB-2 promulgated under the Securities Act. 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 Except as disclosed in Section 3.1(u) of the Disclosure Letter and assuming the accuracy of the 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 or any shares of Common Stock issuable upon the conversion or exercise thereof by the Company to the Investors under the Transaction Documents. Except as described specified in Schedule 3.1(u)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 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 or any shares of Common Stock issuable upon the conversion or exercise thereof by the Company to the Investors under the Transaction Documents. Except for the Registration Rights Agreement and/or as described in Schedule 3.1(u3.1(v), 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.