Failure to Register. (a) If: (i) a Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 business days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Demand Registration Statement registering for resale the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one year anniversary of the closing of a Reverse Merger or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five business day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been...
Failure to Register. In the event that the Registration Statement is ------------------- not declared effective by the Commission on or before the Registration Deadline, then the Company shall pay to the Investor an amount equal to three percent (3%) of the Investor's original purchase price of the Registrable Securities per month, for each month that the Registration Statement has not been declared effective. Payment of amounts due and owing under this Section 2 shall be payable by the Company within thirty (30) days of its receipt of a written demand from the Investor.
Failure to Register. If the Supplier fails to Register a Supply Point in accordance with Clause 41.1 and such failure is attributable to any act or omission of the Supplier: the Supplier shall notify the Customer within two (2) Working Days of such failure; and the Supplier shall use all reasonable endeavours to Register such Supply Point as soon as reasonably practicable. If such Supply Point is not Registered the Supplier shall reimburse the Customer for the actual loss suffered by the Customer.
Failure to Register. Failure of the issuer, transfer agent, mutual fund company, or broker, as the case may be, to furnish a written statement to Lender recording Lender's security interest to the security, or the identification of any adverse claim that may interfere with Lender's security interest in the Collateral.
Failure to Register. If the Company fails to register the Securities as required under the terms of this Agreement, then the strike price of both the "A" Warrants and the "B" Warrants shall be reduced as set forth below, and the Purchase Warrants may be exercised at anytime on a "cashless exercise" basis permanently. If the failure to effect and maintain registration of the Securities continues after March 31, 2001, the strike price shall be reduced by 25%. If such failure continue or occurs after June 30, 2001, the strike price shall be permanently reduced to $0.25.
Failure to Register. If PixTech fails to prepare and file a ------------------- registration statement or fails to cause such registration statement's effectiveness in accordance with Section 8.1(a) herein (provided such failure is not the result of any unreasonable delay by the Purchasers in providing information to PixTech for inclusion in a registration statement or providing comments on a registration statement), each Purchaser, at its sole option, shall have the right to have this Agreement rescinded, and deemed null and void with respect to such Purchaser. Upon such occurrence, PixTech shall return all payments received from such Purchaser hereunder to such Purchaser within two business days of receipt of such Purchaser's return for cancellation of all certificates representing the Shares held by such Purchaser.
Failure to Register. In addition to any other remedies available to Holders under this Agreement or at law or equity, if no Shelf Registration Statement has been declared effective by the Required Registration Date or such Shelf Registration Statement is not available with respect to all Registrable Securities at any time on or after the Required Registration Date and during the Registration Rights Period (except during any "black-out" period permitted by Section 6(a) or any suspension permitted by Section 3(f) hereof) the Issuer shall cause to be wire transferred to an account specified by each Holder on the last business day of each month an amount, in immediately available United States funds, equal to:
Failure to Register. If during the Effectiveness Period: (i) the initial Registration Statement is not filed on or prior to its Filing Date or (ii) a Registration Statement registering for resale all of the Shares is not declared effective by the Commission by the Effectiveness Date, or (iii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Shares included in such Registration Statement, or the Subscribers are otherwise not permitted to utilize the Prospectus therein to resell such Shares, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty-five (25) calendar days (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs, the “Event Date”), then, in addition to any other rights the Subscribers may have hereunder or under applicable law, on each monthly anniversary of each Event Date until the applicable Event is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) the product of (A) 1.5% multiplied by (B) the quotient of (I) the number of such Subscriber’s Shares that are not then covered by a Registration Statement that is then effective and available for use by such Subscriber divided by (II) the total number of such Subscriber’s Shares multiplied by (2) the aggregate purchase price paid by such Subscriber pursuant to this Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Subscriber under this Section 4(b) shall be 10% of the aggregate Purchase Price paid by such Subscriber pursuant to this Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.
Failure to Register. The Borrower fails to (1) file a registration statement covering the Holder’s resale of the common stock underlying the Note (the “Registration Statement”) within sixty (60) days following the Issue Date or (ii) cause the Registration Statement to become effective within one hundred eighty (180) days following the Issue Date. Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16 and/or 3.17 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% multiplied by the then outstanding entire balance of the Note (including principal and accrued and unpaid interest) plus Default Interest, if any, plus any amounts owed to the Holder pursuant to Sections 1.4(g) hereof (collectively, in the aggregate of all of the above, the “Default Sum”), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. If the Borrower fails to pay the Default Amount within one (1) business day of written notice that such amount is due and payable, then the Holder shall have the right at any time, to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to issuance in tranches due to the beneficial ownership limitations contained in this Note.
Failure to Register. Subject to the deferral provisions of Section 1.4 below, if the registration statement filed by the Company pursuant to Section 1.1 above fails to become effective within the time period set forth in Section 1.1 of ninety (90) days, the Company shall pay to each Holder an amount equal to two percent (2%) of the aggregate Subscription Price (as defined in the Subscription Agreement) paid by such Holder per month from the expiration of such time period through the date such registration statement becomes effective (or the date the Registrable Securities may first be freely traded by such Holder under Rule 144 promulgated by the SEC). Such two percent (2%) monthly amount shall be prorated for any period not constituting a full month to be on the basis of a 30 day month). Payment shall be made promptly after the end of each calendar month. Payment may be made in cash or in shares of stock valued at $0.20 per share and otherwise on the same terms set forth in the Subscription Agreement with such Holder.
