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Microcap & Penny Stocks : TSIG.com TIGI (formerly TSIG) -- Ignore unavailable to you. Want to Upgrade?

To: Martin E. Frankel who wrote (25852)	4/18/1999 9:19:00 PM
From: The Swordsman	Read Replies (2) \| Respond to of 44908

Boy, these doc's really are confusing. Look at what I just found. Some of these contradict what Marty has been told and some develop into more questions. I have a difficult time believing that SEC *requires* this doublespeak. Now, It's not that I want to give up, just that the more you dig the more questions you develop. I believe that there's a market for a very capable SEC legal firm to course through these threads and be held on retainer by any group that's willing to share the fees. Anyone know of a firm like that? Sword.Com (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), *no later than April 15, 1999,* a registration statement under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), in respect of all holders of Registrable Securities, so as to permit a public offering and resale of the Registrable Securities under the Act. The Company shall use its best efforts to cause the Registration Statement *to become effective within ninety (90) days from such filing date,* or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness. The number of shares designated in the Registration Statement to be registered shall include the number of shares of Common Stock which would be issued upon conversion of the Convertible Debentures assuming a Market Price of $0.10 per share of Common Stock, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify Holder of the effectiveness of the Registration Statement within one Business Day of such event. Section 4.6. Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investor's representations in Article III, *the sale of the Convertible Debenture and the Conversion Shareswill not require registration* under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Convertible Debenture, the Conversion Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Convertible Debenture or the Conversion Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement, or the Convertible Debenture will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Convertible Debenture, the Conversion Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Convertible Debenture and the Conversion Shares shall not subject the Investor to personal liability to the Company or its creditors by reason of the possession thereof. Section 6.5. Legends. The certificates evidencing the Registrable Securities shall be free of legends, except as set forth in Article IX. 14 ARTICLE IX Legends; Transfer Agent Instructions Section 9.1. Legends. Unless otherwise provided below, each certificate representing Registrable Securities will bear the following legend or equivalent (the "Legend"): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND *HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS* OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.