股票认购协议英文版(7)

further covenants and agrees to maintain the Registration Statement Effective for one

year following the effective date of the Registration Statement, PROVIDED, THAT,

notwithstanding the foregoing, if at any time or from time to time after the date of

effectiveness of the Registration Statement, the Company notifies the Investors in

writing of the existence of a Potential Material Event, the Investors shall not offer or

sell any Shares, or engage in any other transaction involving or relating to the Shares,

from the time of the giving of notice with respect to a Potential Material Event until

such Investor receives written notice from the Company that such Potential Material

Event either has been disclosed to the public or no longer constitutes a Potential

Material Event; PROVIDED, HOWEVER, that the Company may not so suspend such right to the Investor during the period the Registration Statement is required to be in

effect for more than fifty (50) days, provided, however, that no one such suspension

period shall either (i) be for more than twenty (20) days or (ii) begin less than ten (10)

business days after the last day of the preceding suspension. As used herein, "Potential

Material Event" means any of the following: (i) the possession by the Company of

material information not ripe for disclosure in a registration statement, which shall be

evidenced by determinations in good faith by the Board of Directors of the Company

that disclosure of such information in the registration statement would be detrimental

to the business and affairs of the Company; or (ii) any material engagement or activity

by the Company which would, in the good faith determination of the Board of

Directors of the Company, be adversely affected by disclosure in a registration

statement at such time, which determination shall be accompanied by a good faith

determination by the Board of Directors of the Company that the registration statement

would be materially misleading absent the inclusion of such information.

In the event that the Registration Statement is not declared effective within 90 days

following Closing, then the Company shall issue to the Investor, in respect of each full

calendar week (beginning on Monday) following such 90th day and continuing until

such time as the Registration Statement shall have been declared effective, such

number of shares of Common Stock as shall be equal to one and one quarter percent (1

1/4%) of the number of Shares issued hereunder (the "Additional Shares"),

PROVIDED, THAT, notwithstanding anything to the contrary contained in the

foregoing, the Company shall have no obligation to issue any Additional Shares in

excess of such number of Additional Shares as shall be equal to, in the aggregate, 10%

of the number of Shares issued hereunder.

REPORTING STATUS; ELIGIBILITY TO USE FORM S-1. The Company's

Common Stock is registered under Section 12 of the Exchange Act. The Company will file with the SEC a Current Report on Form 8-K disclosing this Agreement and the

transactions contemplated hereby within 10 business days after the Closing.

Throughout the one year registration period (referred to in Section 4.8 hereof), the

Company shall to file all reports, schedules, forms, statements and other documents

required to be filed by it timely with the SEC under the reporting requirements of the

Exchange Act, and the Company will not terminate its status as an issuer required to

file reports under the Exchange Act even if the Exchange Act or the rules and

regulations thereunder would permit such termination. The Company currently meets,

and will take all reasonably necessary action to continue to meet, the "registrant

eligibility" requirements set forth in the general instructions to Form S-1.

5. CONDITIONS OF INVESTOR'S OBLIGATIONS AT CLOSING.

The obligations of the Investor under subsection 1.1 of this Agreement are subject to the fulfillment, or written waiver by the Investor, on or before the Closing of each of the

following conditions:

5.1 EXECUTION OF AGREEMENT. The Company will have executed and delivered this

Agreement to the Investor.

5.2 SHARES CERTIFICATE. The Company will have delivered to the Investors duly

executed certificates representing the Shares in the amounts specified in Section 1.1

hereof.

5.3 REPRESENTATIVES, WARRANTIES, COVENANTS. The representations and

warranties of the Company must be true and correct in all material respects as of the

Closing as though made at that time (except for representations and warranties that

speak as of a specific date, which representations and warranties must be true and

correct as of such date) and the Company must have performed and complied in all

material respects with the covenants and conditions required by this Agreement to be

performed or complied with by the Company at or prior to the Closing. The Investor

must have received a certificate or certificates dated as of the Closing and executed by

the Chief Executive Officer or the Chief Financial Officer of the Company certifying

as to the matters contained in this Section 5.3 and as to such other matters as may be

reasonably requested by such Investor, including, but not limited to, the Company's

Certificate of Incorporation, as amended, By-laws, as amended, Board of Directors'

resolutions relating to the transactions contemplated hereby and the incumbency and

signatures of each of the officers of the Company who may execute on behalf of the

Company any document delivered at the Closing.

5.4 LITIGATION. No litigation, s …… 此处隐藏：5557字，全部文档内容请下载后查看。喜欢就下载吧 ……