Molteni definition
Examples of Molteni in a sentence
Titan hereby represents and warrants to Molteni that the number of shares of Common Stock of Molteni outstanding on the date hereof on a fully diluted basis (assuming the conversion of all outstanding convertible securities and the exercise of all outstanding options and warrants) does not exceed 27,000,000 shares.
It shall be a condition precedent to the obligations of Titan to take any action pursuant to this Section 2 with respect to the Registrable Securities that Molteni shall furnish to Titan such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of Registrable Securities.
Titan hereby grants Molteni demand and piggy-back registration rights with respect to the shares of Common Stock shares issuable upon exercise of the Warrants and conversion of the Note (collectively, the “Registrable Securities”) as set forth on Appendix B.
Titan shall have the right to terminate or withdraw any registration initiated by it under this Subsection 1.2 before the effective date of such registration, whether or not Molteni has elected to include Registrable Securities in such registration.
Each of Molteni and Titan represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
Each of Molteni and Titan represents and warrants that it has all necessary power and authority to execute this Agreement and perform its obligations in accordance with the terms hereof.
The capitalized terms used in this Section 5.6 are those that are defined in the Molteni Agreement, which definitions have been set forth on Schedule 5.6. Buyer acknowledges and agrees that it has no right to use the Product Equipment, or to cause DPT Laboratories, Inc.
If Titan proposes to register (including, for this purpose, a registration effected by Titan for stockholders other than Molteni) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), Titan shall, at such time, promptly give Molteni notice of such registration.
All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for Titan; and the reasonable fees and disbursements of one counsel for Molteni (“Selling Holder Counsel”), shall be borne and paid by Titan.
Upon the request of Molteni given within twenty (20) days after such notice is given by Titan, Titan shall, subject to the provisions of Subsection 1.3, cause to be registered all of the Registrable Securities that Molteni has requested to be included in such registration.