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Title: |
Registration Rights Agreement |
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Entities: |
Quantrx Biomedical Corp; Greenberg Traurig; Kramer Levin Naftalis & Frankel, LLP |
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Date: |
2006 |
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Size: |
Preview shows 5KB of 62KB total |
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Price: |
$49 |
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ID: |
#2662342 |
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is
made and entered into as of December 6, 2006, by and among QuantRx
Biomedical Corporation, a Nevada corporation (the "Company"), and the purchasers
listed on Schedule I hereto (the "Purchasers").
This Agreement is being entered into pursuant to the Common
Stock and Warrant Purchase Agreement dated as of the date hereof among
the Company and the Purchasers (the "Purchase Agreement").
The Company and the Purchasers hereby agree as follows:
1. Definitions.
Capitalized terms used and not otherwise defined herein shall
have the meanings given such terms in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:
"Advice" shall have meaning set forth in Section 3(m).
"Affiliate" means, with respect to any Person, any other
Person that directly or indirectly controls or is controlled by or under common
control with such Person. For the purposes of this definition, "control," when
used with respect to any Person, means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms of "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.
"Board" shall have meaning set forth in Section 3(n).
"Business Day" means any day except Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
state of New York generally are authorized or required by law or other
government actions to close.
"Closing Date" means the date of the final closing of the
purchase and sale of the Common Stock and the Warrants pursuant to the Purchase
Agreement.
"Commission" means the Securities and Exchange Commission.
"Comm Stock" means the Company's Common Stock, par value
$0.01 per share.
"Effectiveness Date" means with respect to the Registration
Statement the earlier of (A) the one hundred twentieth (120th) day following the
Closing Date or (B) the date which is within three (3) Business Days after the
date on which the Commission informs the Company (i) that the Commission will
not review the Registration Statement or (ii) that the Company may request the
acceleration of the effectiveness of the Registration Statement and the Company
makes such request; provided that, if the Effectiveness Date falls on a
Saturday, Sunday or any
{PAGE}
other day which shall be a legal holiday or a day on which the Commission is
authorized or required by law or other government actions to close, the
Effectiveness Date shall be the following Business Day.
"Effectiveness Period" shall have the meaning set forth in
Section 2.
"Exchange Act" means the Securities Exchange Act of 1934,
as amended.
"Filing Date" means the forty-fifth (45th) day following the
Closing Date; provided that, if the Filing Date falls on a Saturday,
Sunday or any other day which shall be a legal holiday or a day on which the
Commission is authorized or required by law or other government actions to
close, the Filing Date shall be the following Business Day.
"Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities.
"Indemnified Party" shall have the meaning set forth in
Section 5(c).
"Indemnifying Party" shall have the meaning set forth in
Section 5(c).
"Losses" shall have the meaning set forth in Section 5(a).
"Person" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.
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