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Title: |
Registration Rights Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 5KB of 60KB total |
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Price: |
$46 |
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ID: |
#2971843 |
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 3, 2007, among VendingData Corporation, a Nevada
corporation (the "Company"), and purchaser identified on the signature pages
hereto (each, including its successors and assigns, a "Purchaser" and
collectively the "Purchasers").
R E C I T A L S
WHEREAS, the Company will sell $1,650,000 of the Company's Common Stock to
the Purchasers pursuant to that certain Securities Purchase Agreement ("Purchase
Agreement") dated as of May 3, 2007 by and among the Company and the Purchasers.
A G R E E M E N T
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained
in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Lenders agree as
follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement 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 the meaning set forth in Section 6(d).
"Effectiveness Period" shall have the meaning set forth in Section
2.
"Effective Date" means the date that the Registration Statement has
been declared effective by the Commission.
"Filing Date" means, with respect to the initial Registration
Statement required hereunder, means August 30, 2007.
"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).
"Plan of Distribution" shall have the meaning set forth in Section
2.
{PAGE}
"Prospectus" means the prospectus included in a Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of
the Registrable Securities covered by a Registration Statement, and all
other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.
"Registrable Securities" means all of (i) the Shares; and (ii) any
shares of Common Stock issued or issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to
the foregoing; provided, however, a security shall no longer be a
Registrable Security once it has been sold, or may be sold, without volume
restrictions pursuant to Rule 144(k) or sold pursuant to a Registration
Statement.
"Registration Statement" means the registration statements required
to be filed hereunder, including (in each case) the Prospectus, amendments
and supplements to such registration statement or Prospectus, including
pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in
such registration statement.
"Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule.
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