Common use of No Piggyback on Registrations; Prohibition on Filing Other Registration Statements Clause in Contracts

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 10 contracts

Samples: Registration Rights Agreement (T2 Biosystems, Inc.), Registration Rights Agreement (Cyclacel Pharmaceuticals, Inc.), Registration Rights Agreement (GAXOS.AI Inc.)

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No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 8 contracts

Samples: Registration Rights Agreement (Actelis Networks Inc), Registration Rights Agreement (Motus GI Holdings, Inc.), Registration Rights Agreement (Salarius Pharmaceuticals, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 4 contracts

Samples: Registration Rights Agreement (Palisade Bio, Inc.), Registration Rights Agreement (Grom Social Enterprises, Inc.), Registration Rights Agreement (Toughbuilt Industries, Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock ADSs issuable upon exercise of the warrants to be issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from (i) filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsstatements and (ii) filing a registration statement on Form S-8 with respect to equity compensation plans.

Appears in 3 contracts

Samples: Form of Registration Rights Agreement (Biodexa Pharmaceuticals PLC), Registration Rights Agreement (Midatech Pharma PLC), Registration Rights Agreement (Midatech Pharma PLC)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued Until all Registrable Securities are registered pursuant to the Placement Agent in the transactions contemplated a Registration Statement that is declared effective by the Purchase Agreement (if any)Commission, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements statements, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b8(b) shall not prohibit the Company from filing supplements or amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Alphatec Holdings, Inc.), Registration Rights Agreement (Alphatec Holdings, Inc.), Registration Rights Agreement (Alphatec Holdings, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 3 contracts

Samples: Registration Rights Agreement (My Size, Inc.), Registration Rights Agreement (MMEX Resources Corp), Registration Rights Agreement (My Size, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for Seaside 88, LP and its brokers under the shares terms of Common Stock issuable upon exercise of its Securities Purchase Agreement with the warrants issued to the Placement Agent Company as disclosed in the transactions contemplated by the Purchase Agreement (if any)Company’s Disclosure Schedule, and Sterling Group and Coach Capital LLC, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 2 contracts

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

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for Unless otherwise consented to in writing by the shares Holders of Common Stock issuable upon exercise 51% or more of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement then outstanding Registrable Securities, (if any), x) neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The , and (y) the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered or a Registration Statement on Form S-8 relating to any such existing registration statementsstock option or similar plan.

Appears in 2 contracts

Samples: Registration Rights Agreement (Duos Technologies Group, Inc.), Form of Registration Rights Agreement (Duos Technologies Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent as set forth on Schedule 6(b) attached hereto and in the connection with transactions contemplated by clauses (d) or (g) under Exempt Issuance in the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.this

Appears in 2 contracts

Samples: Registration Rights Agreement (Lightpath Technologies Inc), Registration Rights Agreement (Lightpath Technologies Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent as set forth on Schedule 6(b) attached hereto and in the connection with transactions contemplated by clause (d) under the definition of Exempt Issuance set forth in the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (UFood Restaurant Group, Inc.), Registration Rights Agreement (UFood Restaurant Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached hereto and for the shares of Common Stock issuable upon exercise securities issued pursuant to clause (g) of the warrants issued to the Placement Agent definition of Exempt Issuance in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lightpath Technologies Inc), Registration Rights Agreement (Lightpath Technologies Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the Registrable Securities and up to 135,501 shares of Common Stock issuable upon exercise of the warrants issued held by consultants to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Company who have existing registration rights with respect to such shares, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesStatements. The Company shall not file any other registration statements statements, other than on Forms S-4 or S-8 or their then equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b10(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Transphorm, Inc.), Registration Rights Agreement (Transphorm, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by during the Commissionprohibition period set forth in Section 4.11(a) of the Purchase Agreement, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital Brands Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent as set forth on Schedule 6(b) attached hereto and in the connection with transactions contemplated by the Purchase Agreement clause (if any)g) under Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any the Initial Registration Statements Statement other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities of the Initial Shares are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Lightpath Technologies Inc)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesInstruments. The Company shall not file any other registration statements until all Registrable Securities Instruments are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (SOBR Safe, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for as set forth on Schedule 6(b) attached hereto the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Blue Water Vaccines Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)) and as disclosed in Schedule 3.1(v) to the Disclosure Schedules of the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Inhibikase Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Genprex, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities, except that, subject to Section 2(c), the Company may at its discretion include up to 357,996 shares of Common Stock underlying warrants issued to HCW. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Tenax Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant heretohereto and the Placement Agent with respect to the Common Shares underlying the warrants issued to the Placement Agent) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other public registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock securities issuable upon exercise in connection with clause (d) of the warrants issued to the Placement Agent definition of Exempt Issuance in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsstatements or from filing a registration statement on Form S-4 or Form S-8.

Appears in 1 contract

Samples: Registration Rights Agreement (Aterian, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent agent in the transactions contemplated by in the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) 6.2 shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (NextPlat Corp)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders Holder in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than a registration statement on Form S-8 and any required post effective amendments to existing effective registration statements) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Dermata Therapeutics, Inc.)

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No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Preferred Stock and shares of Common Stock issuable upon exercise underlying such shares of the warrants Preferred Stock issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Subsequent Closings, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Air Industries Group)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock Ordinary Shares issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)) and, except as otherwise disclosed in the SEC Reports, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (MediWound Ltd.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants Other than securities issued to the Placement Agent as compensation in connection with the transactions contemplated by under the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Adomani, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Except with respect to any registration statement containing the Proxy Statement, the Company shall not file any other registration statements statements, other than on Form S-8, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital World Acquisition Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued F3 Capital pursuant to the Placement Agent in registration rights agreement dated June 12, 2008, by and between the transactions contemplated by the Purchase Agreement Company and F3 Capital (if any“F3 Capital Registration Rights Agreement”), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements (other than on Form S-8 or Form S 4) until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Vantage Drilling CO)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither Neither the Company nor any of its security holders (other than Investors pursuant to that certain Registration Rights Agreement, dated March 22, 2023 (the Holders in such capacity pursuant hereto“Prior Agreement”)) may include securities of the Company in any Registration Statements other than the Registrable SecuritiesSecurities until such time as the Registrable Securities have all been registered pursuant to this Agreement. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Harpoon Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants Warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Reliance Global Group, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements statements, other than a Registration Statement on Form S-8, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (NeuBase Therapeutics, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants AIOs issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (Scopus BioPharma Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until thirty (30) calendar days after the date that all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered Registration Statements on any such existing registration statementsForm S-8.

Appears in 1 contract

Samples: Registration Rights Agreement (Phio Pharmaceuticals Corp.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Except with respect to any securities to be registered on Forms X-0, X-0 or equivalent or successor forms, the Company shall not file any other registration statements until either (i) all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, or (ii) the Registrable Securities cease to be Registrable Securities, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsAgreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Intellipharmaceutics International Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for as set forth on Schedule 6(b) attached hereto, and the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any)Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Registration Rights Agreement (MassRoots, Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the The shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statements.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Blue Water Vaccines Inc.)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon exercise of the warrants issued to the Placement Agent in the transactions contemplated by the Purchase Agreement (if any), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from (i) filing amendments or supplements to registration statements filed prior to the date of this Agreement so long as no new securities are registered on any such existing registration statementsstatements and (ii) filing a registration statement on Form S-8.

Appears in 1 contract

Samples: Registration Rights Agreement (Avinger Inc)

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