Filing Obligation. (i) Buyer shall, no later than 10 days following the Closing Date (the “Note Filing Deadline”), prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on an appropriate form (the “Note Registration Statement”) providing for the resale by the Investor of all Buyer Common Stock issuable upon conversion of the Note (“Note Registrable Securities”). (ii) Buyer shall, no later than 10 days following the earlier of: (A) March 31, 2026; and (B) the Capital Closing (the “Unit Filing Deadline,” and each of the Unit Filing Deadline and Note Filing Deadline, a “Filing Deadline”), prepare and file with the SEC a registration statement on an appropriate form (the “Unit Registration Statement” and, together with the Note Registration Statement, the “Resale Registration Statements”) providing for the resale by the Investor of all Units issued to Seller pursuant to this Agreement (“Unit Registrable Securities” and, together with the Note Registrable Securities, the “Registrable Securities”); provided, however, that to the extent the age of the Company’s financial statements do not comply with Regulation S-X, the Company’s obligation to file such Unit Registration Statement shall be extended without penalty.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (SharonAI Holdings, Inc.), Membership Interest Purchase Agreement (New ERA Energy & Digital, Inc.)