Common use of No Registration Statement Clause in Contracts

No Registration Statement. The Company does not have any registration statement pending before the Commission or currently under the Commission’s review and for at least one year prior to the date hereof, has not offered or sold any of its equity securities or debt securities convertible into shares of Existing Common Stock or New Common Stock, except to the persons who are purchasing shares of New Common Stock in the Private Placement or to the persons who will be entitled to receive shares of New Common Stock at the Effective Time of the Merger.