The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date a registration statement on Form F-1 (the “Initial Registration Statement”) registering the lesser of (i) 10,000,000 Ordinary Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares (including but not limited to the Pre-Delivery Shares) and Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares registered to accommodate the Ordinary Shares underlying each Pre-Paid Purchase. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Founder Group LTD), Securities Purchase Agreement (Founder Group LTD)
The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty twenty (3020) days from the Closing Date a registration statement on Form F-1 S-1 (the “Initial Registration Statement”) registering the lesser of (i) at least 10,000,000 Ordinary Common Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the resale of the Purchase Shares and the Commitment Shares, and any other Common Shares (including but not limited issuable pursuant to this Agreement or the Pre-Delivery Shares) and Purchase SharesPaid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Ordinary Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Common Shares registered at all times to accommodate the Ordinary Shares underlying each Pre-Paid Purchasefull Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Professional Diversity Network, Inc.), Securities Purchase Agreement (Professional Diversity Network, Inc.)
The Registration Statement. Company will fileWithin forty-five (45) days of Closing, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date Company will file a registration statement on Form F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering the lesser resale of (i) 10,000,000 Ordinary the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares (including but not limited to the Pre-Delivery Shares) and Purchase SharesPaid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Ordinary Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Class A Shares registered at all times to accommodate the Ordinary Shares underlying each Pre-Paid Purchasefull Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (China SXT Pharmaceuticals, Inc.), Securities Purchase Agreement (China SXT Pharmaceuticals, Inc.)
The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty ten (3010) days from the Closing Date a registration statement on Form F-1 S-1 (the “Initial Registration Statement”) registering the lesser of (i) 10,000,000 Ordinary Shares or (ii) the maximum a sufficient number of Ordinary Common Shares permitted by the SEC for the Commitment Shares (including but not limited to Shares, the Pre-Delivery Shares) Shares and the Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Ordinary Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares registered to accommodate the Ordinary Shares underlying each Pre-Paid Purchase. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Arrive AI Inc.), Securities Purchase Agreement (Arrive AI Inc.)
The Registration Statement. Company will fileWithin forty-five (45) days of Closing, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date Company will file a registration statement on Form F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering the lesser resale of (i) 10,000,000 Ordinary Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares (including but not limited to Shares, the Pre-Delivery Shares) and , the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Ordinary Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Class A Shares registered at all times to accommodate the Ordinary Shares underlying each Pre-Paid Purchasefull Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (ReTo Eco-Solutions, Inc.)
The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty forty-five (3045) days from the Closing Date a registration statement on Form F-1 (the “Initial Registration Statement”) registering the lesser of (i) 10,000,000 i)40,000,000 Ordinary Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares (including but not limited to the Shares, Pre-Delivery Shares) , and Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares registered to accommodate the Ordinary Shares underlying each Pre-Paid Purchasefull Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (Intercont (Cayman) LTD)
The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty the later of twenty (3020) days from (i) the filing of Company’s annual report on Form 10-K, and (ii) the Closing Date Date, a registration statement on Form F-1 S-1 (the “Initial Registration Statement”) registering the lesser of (i) 10,000,000 Ordinary Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment at least 8,000,000 Class A Shares (including but not limited subject to any limits that may be imposed pursuant to Rule 415 under the Pre-Delivery Shares) 1933 Act or the rules and Purchase Sharesregulations of the Principal Market), including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Ordinary Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Class A Shares registered to accommodate the Ordinary Class A Shares underlying the conversion of each Pre-Paid PurchasePreferred Share. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cloudastructure, Inc.)
The Registration Statement. Company will filefile within sixty (60) days of the Closing Date, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within thirty (30) days from the Closing Date a resale registration statement on Form F-1 S-1 or S-3 (the “Initial Registration Statement”) registering at least 10,000,000 shares of Common Stock for the lesser resale of (i) 10,000,000 Ordinary Shares or (ii) the maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares (including but not limited and the Purchase Shares, and any other Common Stock issuable pursuant to this Agreement or the Pre-Delivery Shares) and Purchase SharesPaid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Ordinary SharesCommon Stock, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Ordinary SharesCommon Stock. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares Common Stock registered at all times to accommodate the Ordinary Shares underlying each Pre-Paid Purchasefull Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (Future FinTech Group Inc.)