Example ContractsClausesExchange Offer Registration
Exchange Offer Registration
Exchange Offer Registration contract clause examples

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable exemption under the Securities Act of 1933 or registration thereunder.

REGISTRATION. The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than August 31, 2023 a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under Act (subject to the availability of a Registration Statement on Form S-3 or any successor form thereto). “Registrable Securities” shall mean the Notes and the shares of Common Stock issuable upon conversion thereof; provided, any such securities shall cease to be Registrable Securities when # they have been sold or otherwise disposed of pursuant to an effective Registration Statement or in compliance with Rule 144 or # they cease to be outstanding; provided, further, that any security that has ceased to be Registrable Securities in accordance with the foregoing definition shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities are not Registrable Securities.

Registration. Within thirty (30) days after the execution of this Agreement, JUPITER shall, if required complete the registration of this Agreement with relevant government authorities as required by local laws and shall reasonably promptly notify AB thereof.

Restricted Securities. Neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities (or such portion thereof) or an available exemption from registration under the Securities Act, the Securities and each portion thereof must be held indefinitely.

Registration. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of stock certificates.

Registration. To the extent the issuance to any Permitted Transferee of any shares of Stock issuable pursuant to Awards transferred as permitted in this Section 10(a) is not registered pursuant to the effective registration statement of the Company generally covering the shares to be issued pursuant to this Plan to initial holders of Awards, the Company shall not have any obligation to register the issuance of any such shares of Stock to any such transferee.

Registration. The parties shall enter into the confirmatory assignments attached to this Agreement at [Schedule 1] for the purpose of recording the assignment of the Patent Rights at relevant patent offices throughout the world.

Exchange Program. The Administrator may not institute an Exchange Program.

On the terms and subject to the conditions set forth in this Agreement, each of the CR Shareholders shall sell, assign, transfer, and deliver, free and clear of all liens, all of the Exchange Shares to FDOC, in exchange for the issuance to the CR Shareholders, on a pro rata basis, of a total of 6,145,000 shares of Common Stock of FDOC, representing 72.88% of FDOC’s issued and outstanding stock, on a fully diluted basis (the “FDOC Stock”), after taking into account # ’s planned 1-for-150 reverse split of its common stock (the “Reverse Stock Split”) such that at the closing of the Exchange (the “Closing”), the Company shall be a wholly-owned subsidiary of FDOC, # the issuance of an additional 2,000,000 shares of Common Stok of FDOC in respect of financings to be completed by FDOC as detailed in [Schedule 3], # the issuance of 6,150,000 Milestone Warrants, as defined in section 1.1.3, and # the issuance of Post Closing FDOC Options as described in [section 1.3] (a)(ii).

Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

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