Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 432 contracts

Samples: Securities Purchase Agreement (BriaCell Therapeutics Corp.), Securities Purchase Agreement (Tivic Health Systems, Inc.), Securities Purchase Agreement (Tivic Health Systems, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 76 contracts

Samples: Underwriting Agreement (Guided Therapeutics Inc), Underwriting Agreement (Imperial Petroleum Inc./Marshall Islands), Underwriting Agreement (Imperial Petroleum Inc./Marshall Islands)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 70 contracts

Samples: Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (ENDRA Life Sciences Inc.), Underwriting Agreement (Elate Group, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 40 contracts

Samples: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Meta Materials Inc.), Securities Purchase Agreement (Fortress Biotech, Inc.)

Appears in 32 contracts

Samples: Securities Purchase Agreement (China Direct Industries, Inc.), Securities Purchase Agreement (Neuralstem, Inc.), Securities Purchase Agreement (Reeds Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 31 contracts

Samples: Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Purchase Agreement (Fortress Biotech, Inc.), Securities Purchase Agreement (Reviva Pharmaceuticals Holdings, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 15 contracts

Samples: Underwriting Agreement (Peraso Inc.), Underwriting Agreement (Peraso Inc.), Underwriting Agreement (Peraso Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise in accordance with its terms, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 14 contracts

Samples: Warrant Agency Agreement (Aclarion, Inc.), Underwriting Agreement (SOS Hydration Inc.), Underwriting Agreement (Aclarion, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 12 contracts

Samples: Securities Purchase Agreement (U.S. Gold Corp.), Securities Purchase Agreement (Verb Technology Company, Inc.), Form of Securities Purchase Agreement (Verb Technology Company, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale of the~~ Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws)Shares. The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of the Warrants, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Appears in 11 contracts

Samples: Securities Purchase Agreement (MDRNA, Inc.), Securities Purchase Agreement (Pluristem Therapeutics Inc), Securities Purchase Agreement (Nastech Pharmaceutical Co Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Citius Pharmaceuticals, Inc.), Securities Purchase Agreement (ICZOOM Group Inc.), Securities Purchase Agreement (Global Mofy Metaverse LTD)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends, provided that, at the time of the issuance of the Warrant Shares, the holder of the Warrant is not an Affiliate of the Company. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.)

Appears in 9 contracts

Samples: Securities Purchase Agreement (22nd Century Group, Inc.), Warrant Termination Agreement (22nd Century Group, Inc.), Securities Purchase Agreement (22nd Century Group, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ its commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 7 contracts

Samples: Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale of the~~ Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws)Shares. The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Cell Therapeutics Inc), Securities Purchase Agreement (Cell Therapeutics Inc), Securities Purchase Agreement (Cell Therapeutics Inc)

Warrant Shares. If all or any portion of a Warrant or Representatives Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or Underlying Common Stock or if the Warrant or Representatives Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares or Underlying Common Stock would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares or Underlying Common Stock issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant ~~Shares~~Shares or Underlying Common Stock) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant ~~Shares~~Shares or Underlying Common Stock, the Company shall immediately notify the holders of the Warrants or Representatives Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares or Underlying Common Stock (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares or Underlying Common Stock in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 6 contracts

Samples: Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (Baudax Bio, Inc.), Securities Purchase Agreement (Cloudcommerce, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale of the~~ Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws)Shares. The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Cell Therapeutics Inc), Securities Purchase Agreement (Cell Therapeutics Inc), Securities Purchase Agreement (Hyperdynamics Corp)

Warrant Shares. If all or any portion of a this Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if ~~the~~ this Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the ~~date hereof~~ Original Issue Date the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the ~~holders of the Warrants~~ Holder in writing that such registration statement is not then effective and thereafter shall promptly notify ~~such holders~~ the Holder when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any Purchaser~~ the Holder to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of ~~the Warrants~~this Warrant.

Appears in 6 contracts

Samples: Common Stock Purchase Warrant (Aytu Biopharma, Inc), Prefunded Common Stock Purchase Warrant (Aytu Biopharma, Inc), Prefunded Common Stock Purchase (Calyxt, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective ~~during the term of the Warrants~~for as long as any Warrants remain outstanding.

Appears in 6 contracts

Samples: Securities Purchase Agreement (CurrencyWorks Inc.), Securities Purchase Agreement, Securities Purchase Agreement (CurrencyWorks Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Esports Entertainment Group, Inc.), Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (pSivida Corp.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale~~ issuance of the Warrant Shares) is not effective or is not otherwise available for the ~~sale or resale~~ issuance of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available ~~for the sale or resale~~ issuance of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 5 contracts

Samples: Securities Purchase Agreement (ReShape Lifesciences Inc.), Securities Purchase Agreement (Ability Inc.), Securities Purchase Agreement (Ability Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall ~~promptly~~ immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Appears in 5 contracts

Samples: Securities Purchase Agreement (DARA BioSciences, Inc.), Securities Purchase Agreement (DARA BioSciences, Inc.), Securities Purchase Agreement (DARA BioSciences, Inc.)

Appears in 5 contracts

Samples: Securities Purchase Agreement (ONCOSEC MEDICAL Inc), Securities Purchase Agreement (ONCOSEC MEDICAL Inc), Securities Purchase Agreement (ONCOSEC MEDICAL Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Aeterna Zentaris Inc.), Securities Purchase Agreement (Aeterna Zentaris Inc.), Securities Purchase Agreement (Aeterna Zentaris Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Flora Growth Corp.), Securities Purchase Agreement (Flora Growth Corp.), Securities Purchase Agreement (Tetraphase Pharmaceuticals Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant ~~Shares~~ Shares, or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares are eligible for resale under Rule 144 by a non-affiliate of the Company, ~~the~~ Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders that have provided it an address of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 5 contracts

Samples: Underwriting Agreement (Grom Social Enterprises, Inc.), Underwriting Agreement (Grom Social Enterprises, Inc.), Underwriting Agreement (T1V, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such ~~registration statement~~ Registration Statement is not then effective and thereafter shall promptly notify such holders when the ~~registration statement~~ Registration Statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Ominto, Inc.), Securities Purchase Agreement (Ominto, Inc.), Securities Purchase Agreement (Z Trim Holdings, Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective ~~during the term of the Warrants~~for as long as any Warrants remain outstanding.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Celularity Inc), Securities Purchase Agreement (Celularity Inc), Securities Purchase Agreement (180 Life Sciences Corp.)

Appears in 4 contracts

Samples: Securities Purchase Agreement (Cingulate Inc.), Securities Purchase Agreement (Cingulate Inc.), Securities Purchase Agreement (Cingulate Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ each Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (Momentus Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement ~~(or any subsequent registration statement registering the sale or resale of the Warrant Shares)~~ is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant if permitted by Rule 144, any successor rule, law or policy.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Palatin Technologies Inc), Securities Purchase Agreement (Palatin Technologies Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise (if applicable), the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Calidi Biotherapeutics, Inc.), Securities Purchase Agreement (Calidi Biotherapeutics, Inc.), Securities Purchase Agreement (Calidi Biotherapeutics, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale~~ issuance of the Warrant Shares) is not effective or is not otherwise available for the ~~sale or resale~~ issuance of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available ~~for the sale or resale~~ issuance of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ its commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Opgen Inc), Securities Purchase Agreement (Mateon Therapeutics Inc), Securities Purchase Agreement (Opgen Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ notify the holders of the Warrants in writing within one Business Day of the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) not being effective or otherwise available for the sale or resale of the Warrant Shares that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (~~including~~ such as the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Underwriting Agreement (Coeptis Therapeutics Holdings, Inc.), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)

Appears in 4 contracts

Samples: Securities Purchase Agreement (CurrencyWorks Inc.), Securities Purchase Agreement (ALKALINE WATER Co INC), Securities Purchase Agreement (ALKALINE WATER Co INC)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale~~ issuance of the Warrant Shares) is not effective or is not otherwise available for the ~~sale or resale~~ issuance of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for ~~the sale or resale~~ issuance of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.)

Warrant Shares. If all or any portion of a Prefunded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ADSs or Warrant Shares or if the Prefunded Warrant is exercised via cashless exercise, the Warrant ADSs and/or Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant ADSs and/or Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant ADSs and/or the Warrant Shares, the Company shall immediately notify the holders of the Prefunded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant ADSs and/or the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant ADSs and/or Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant ADSs and/or Warrant Shares effective during the term of the Prefunded Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Safe-T Group Ltd.), Securities Purchase Agreement (Safe-T Group Ltd.), Securities Purchase Agreement (Genetic Technologies LTD)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ~~Shares~~ Shares, or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all ~~legends~~legends (other than to a holder that is an affiliate, as such term is defined in Rule 144, of the Company). If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Ra Medical Systems, Inc.), Securities Purchase Agreement (Ra Medical Systems, Inc.), Securities Purchase Agreement (Ra Medical Systems, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all ~~legends~~restrictive legends (subject to delivery of a customary representation letter by the holder of such Warrants). If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 4 contracts

Samples: Underwriting Agreement (CombiMatrix Corp), Underwriting Agreement (CombiMatrix Corp), Underwriting Agreement (CombiMatrix Corp)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Neovasc Inc), Securities Purchase Agreement (Neovasc Inc), Securities Purchase Agreement (Neovasc Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders if and when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Underwriting Agreement (Superconductor Technologies Inc), Underwriting Agreement (Superconductor Technologies Inc), Underwriting Agreement (Superconductor Technologies Inc)

Warrant Shares. (a) If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale of the~~ Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws)Shares. The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Hythiam Inc), Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ reasonable commercial efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the ~~term~~ period ending on the first anniversary of the ~~Warrants~~Closing Date.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Hyperdynamics Corp), Securities Purchase Agreement (Hyperdynamics Corp), Securities Purchase Agreement (Hyperdynamics Corp)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise and in compliance with the provisions of Rule 144, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Neuralstem, Inc.), Securities Purchase Agreement (Neuralstem, Inc.), Securities Purchase Agreement (Neuralstem, Inc.)

Warrant Shares. The Shares shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Transcode Therapeutics, Inc.), Securities Purchase Agreement (Transcode Therapeutics, Inc.), Securities Purchase Agreement (Transcode Therapeutics, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Smith Micro Software, Inc.), Securities Purchase Agreement (Eyenovia, Inc.), Securities Purchase Agreement (Brainstorm Cell Therapeutics Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when ~~the~~ a registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Zomedica Pharmaceuticals Corp.), Securities Purchase Agreement (Zomedica Pharmaceuticals Corp.), Securities Purchase Agreement (Zomedica Pharmaceuticals Corp.)

Appears in 3 contracts

Samples: Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.), Securities Purchase Agreement (Arch Therapeutics, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the ~~sale or resale of the~~ Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws)Shares. The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants; provided, such obligation will terminate when all Warrant Shares may be sold pursuant to Rule 144 or any successor.

Appears in 3 contracts

Samples: Securities Purchase Agreement (China Security & Surveillance Technology, Inc.), Securities Purchase Agreement (China Security & Surveillance Technology, Inc.), Securities Purchase Agreement (China Bak Battery Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale ~~or resale~~ of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Iterum Therapeutics PLC), Securities Purchase Agreement (Iterum Therapeutics PLC), Securities Purchase Agreement (Iterum Therapeutics PLC)

Warrant Shares. If all or any portion of a Warrant or Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant or Pre-Funded Warrant is exercised via cashless ~~exercise~~exercise in accordance with its terms, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants or Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Underwriting Agreement (Clarus Therapeutics Holdings, Inc.), Underwriting Agreement (Clarus Therapeutics Holdings, Inc.), Underwriting Agreement (Clarus Therapeutics Holdings, Inc.)

Warrant Shares. If all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date ~~hereof~~ hereof, the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Pre-Funded Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Phunware, Inc.), Securities Purchase Agreement (Phunware, Inc.), Securities Purchase Agreement (Phunware, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Imperial Petroleum Inc./Marshall Islands), Securities Purchase Agreement (C3is Inc.), Securities Purchase Agreement (C3is Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ~~Shares~~ Shares, or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all ~~legends~~legends (other than to a holder that is an affiliate, as such term is defined in Rule 144, of the Company). If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Gevo, Inc.), Securities Purchase Agreement (Gevo, Inc.), Securities Purchase Agreement (Gevo, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ~~Shares or if the Warrant is exercised via cashless exercise~~Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Scholar Rock Holding Corp), Securities Purchase Agreement (Evogene Ltd.), Securities Purchase Agreement (China Valves Technology, Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ~~Shares~~ Shares, or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall ~~promptly~~ immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective ~~during the term of the Warrants~~for as long as any Warrants remain outstanding.

Appears in 3 contracts

Samples: Securities Purchase Agreement (ImmunityBio, Inc.), Securities Purchase Agreement (ImmunityBio, Inc.), Securities Purchase Agreement (ImmunityBio, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Senmiao Technology LTD), Securities Purchase Agreement (Pingtan Marine Enterprise Ltd.), Securities Purchase Agreement (ProPhase Labs, Inc.)

Warrant Shares. If all or any portion of a Pre-funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Pre-funded Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Pre-funded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Pre-funded Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Meten Holding Group Ltd.), Securities Purchase Agreement (Greenland Technologies Holding Corp.), Securities Purchase Agreement (Kaspien Holdings Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale ~~or resale~~ of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when (if) the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep ~~a registration statement (including~~ the Registration ~~Statement) registering~~ Statement effective for the issuance ~~or resale~~ of the Warrant Shares ~~effective during~~ for as long as the ~~term of the Warrants~~Warrants remain outstanding.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.), Securities Purchase Agreement (Novelos Therapeutics, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant ~~Shares~~ Shares, or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date ~~hereof~~ hereof, the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Underwriting Agreement (Ra Medical Systems, Inc.), Underwriting Agreement (Ra Medical Systems, Inc.), Ra Medical Systems, Inc.

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly (but in no event later than one Trading Day) notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ocean Power Technologies, Inc.), Securities Purchase Agreement (AmpliPhi Biosciences Corp), Securities Purchase Agreement (Sophiris Bio Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Shelf Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Shelf Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (AzurRx BioPharma, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise and subject to compliance with applicable federal and state securities laws, the Warrant Shares issued pursuant to any such exercise ~~shall~~ will be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company ~~shall~~ will immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter ~~shall~~ will promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing ~~shall~~ will not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company ~~shall~~ will use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SenesTech, Inc.), Securities Purchase Agreement (SenesTech, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following ~~the date hereof the Registration Statement (or any subsequent~~ its effective date, a registration statement registering the sale or resale of the Warrant ~~Shares)~~ Shares is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement ~~(including the Registration Statement)~~ registering the issuance or resale of the Warrant Shares effective during the ~~term~~ period commencing on the effective date thereof and terminating on the expiration of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of the Warrant. For purposes of clarity, the Shares shall be issued free of legends.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Rock Creek Pharmaceuticals, Inc.), Securities Purchase Agreement (Rock Creek Pharmaceuticals, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws and applicable Canadian securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aeterna Zentaris Inc.), Securities Purchase Agreement (Aeterna Zentaris Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ its commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Spherix Inc), Securities Purchase Agreement (Spherix Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant ~~Shares or if the Warrant is exercised via cashless exercise~~Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the ~~date hereof~~ Effective Date the Registration Statement (or any subsequent registration statement registering the ~~sale or resale~~ issuance of the Warrant Shares) is not effective or is not otherwise available for the ~~sale or resale~~ issuance of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the ~~sale or resale~~ issuance of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends.

Appears in 2 contracts

Samples: Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (ARCA Biopharma, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise (and at least six months has passed since the initial issuance of such Warrant or if the Purchaser is an Affiliate of the Company one year has passed), the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SharpLink Gaming Ltd.), Securities Purchase Agreement (Aptevo Therapeutics Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants; provided, however, that the Purchasers acknowledge that the Registration Statement may not be eligible to be used after the filing with the Commission of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Interpace Diagnostics Group, Inc.), Securities Purchase Agreement (Interpace Diagnostics Group, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Adamis Pharmaceuticals Corp)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise and Rule 144 is available, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cytosorbents Corp), Securities Purchase Agreement (Cytosorbents Corp)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the ~~sale or resale~~ issuance of the Warrant ~~Shares~~Shares by the Company, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the ~~sale or resale~~ issuance of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (General Steel Holdings Inc), Securities Purchase Agreement (General Steel Holdings Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws~~). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of~~ ; it being further understood and agreed that the Warrant Shares ~~effective during~~ have not been registered on the ~~term~~ Registration Statement but can be issued free of a restrictive legend following a cashless exercise pursuant to Section 3(a)(9) of the ~~Warrants~~Securities Act).

Appears in 2 contracts

Samples: Underwriting Agreement (Titan Pharmaceuticals Inc), Underwriting Agreement (Titan Pharmaceuticals Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ its commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (China XD Plastics Co LTD), Securities Purchase Agreement (Opexa Therapeutics, Inc.)

Warrant Shares. If Provided that the holder of the Warrant is not an affiliate of the Company under Rule 144 promulgated under the Securities Act, if all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Underwriting Agreement (Stemcells Inc), Stemcells Inc

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof ~~the Registration Statement~~ a registration statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall ~~promptly~~ immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement ~~(including the Registration Statement)~~ registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (DARA BioSciences, Inc.), Securities Purchase Agreement (DARA BioSciences, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale ~~or resale~~ of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Check-Cap LTD), Securities Purchase Agreement (Check-Cap LTD)

Warrant Shares. If all or any portion of a Prefunded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Prefunded Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Prefunded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Prefunded Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (AgEagle Aerial Systems Inc.), Securities Purchase Agreement (AgEagle Aerial Systems Inc.)

Warrant Shares. The Shares and Warrants shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Transcode Therapeutics, Inc.), Securities Purchase Agreement (Transcode Therapeutics, Inc.)

Warrant Shares. If all or any portion of a an Ordinary Share Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Ordinary Share Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Ordinary Share Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective ~~during the term of the Warrants~~so long as any Ordinary Share Warrant is outstanding.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gorilla Technology Group Inc.), Securities Purchase Agreement (Gorilla Technology Group Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise after at least six months have passed since the date the Warrant was issued by the Company or acquired from an affiliate of the Company, in each case in accordance with Rule 144, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Avenue Therapeutics, Inc.), Securities Purchase Agreement (Avenue Therapeutics, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares ~~effective during~~ for as long as the ~~term of the Warrants~~Warrants remain outstanding.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Netlist Inc), Securities Purchase Agreement (Netlist Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant, if then permitted by Rule 144 or any successor rule, law, or policy.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pharmathene, Inc), Securities Purchase Agreement (Pharmathene, Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant ~~Shares or if the Warrant is exercised via cashless exercise~~Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the ~~date hereof~~ Effective Date the Registration Statement (or any subsequent registration statement registering the ~~sale or resale~~ issuance of the Warrant Shares) is not effective or is not otherwise available for the ~~sale or resale~~ issuance of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the ~~sale or resale~~ issuance of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any~~ the Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance ~~or resale~~ of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, Warrant Shares issued pursuant to any exercise shall be issued free of all legends.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement (ARCA Biopharma, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall ~~immediately~~ promptly notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (IMV Inc.), Securities Purchase Agreement (IMV Inc.)

Warrant Shares. So long as any of the Warrants remain outstanding the Company shall use best efforts to maintain the effectiveness of the registration statement (including the Registration Statement) registering the issuance and sale by the Company of the Warrant Shares to the warrant holders upon exercise of the Warrants. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or ~~any Purchaser~~ the Purchasers to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Galera Therapeutics, Inc.), Securities Purchase Agreement (Galera Therapeutics, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ~~Shares~~ Shares, or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Converted Organics Inc.), Securities Purchase Agreement (Converted Organics Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless ~~exercise~~exercise because there is no effective Registration Statement (if so permitted under the terms of the Warrant), the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Northwest Biotherapeutics Inc), Securities Purchase Agreement (Northwest Biotherapeutics Inc)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the ~~issuance or~~ resale of the Warrant Shares ~~or if the Warrant~~ is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Resale Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Resale Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Sphere 3D Corp)

Warrant Shares. If all or any portion of a Warrant or a Representative Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant or Representative Warrant is exercised via cashless exercise, the Warrant Shares or the Representative Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants or the Representative Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 2 contracts

Samples: Underwriting Agreement (BT Brands, Inc.), Underwriting Agreement (BT Brands, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance ~~or resale~~ of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale ~~or resale~~ of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale ~~or resale~~ of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any ~~Purchaser~~ holder thereof to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws~~). The Company shall use best efforts to keep a registration statement (including~~ ; it being further understood and agreement that the Series 2 Warrant Shares have not been registered on the Registration ~~Statement~~Statement but can be issued free of a restrictive legend following a cashless exercise pursuant to Section 3(a)(9) ~~registering the issuance or resale~~ of the ~~Warrant Shares effective during the term~~ Securities Act following Stockholder Approval and effectiveness of the ~~Warrants~~Capital Event).

Appears in 2 contracts

Samples: Underwriting Agreement (Benitec Biopharma Inc.), Underwriting Agreement (Benitec Biopharma Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the ~~issuance~~ sale or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the ~~issuance~~ sale or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Real Goods Solar, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). ~~The~~ For as long as the Warrant and Warrant Shares remain outstanding, the Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Orient Paper Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date ~~hereof~~ hereof, the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ its commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cleveland Biolabs Inc)

Appears in 1 contract

Samples: Securities Purchase Agreement (OceanPal Inc.)

Warrant Shares. If all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Pre-Funded Warrant Shares or if the Pre-Funded Warrant is exercised via cashless exercise, the Pre-Funded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Pre-Funded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Pre-Funded Warrant Shares, the Company shall immediately notify the holders of the Pre-Funded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Pre-Funded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Pre-Funded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Pre-Funded Warrant Shares effective during the term of the Pre-Funded Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (GeoVax Labs, Inc.)

Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant ~~Shares or if the Warrant is exercised via cashless exercise~~Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use ~~best~~ commercially reasonable efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vicinity Motor Corp)

Common use of Warrant Shares Clause in Contracts