Delay in Effectiveness of Registration Statement Clause Samples
Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement.
(b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the “Payment Period”).
(c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP’s election, either:
(i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or
(ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap.
(d) Notwithstanding anything to the contrary c...
Delay in Effectiveness of Registration Statement. In the event that the Registration Statement is not declared effective on or before the 120th day following the Closing Date (the "Penalty Date"), the Company shall pay to each Purchaser liquidated damages in an amount equal to 0.25% of the total purchase price of the Shares purchased by such Purchaser pursuant to this Agreement for each week after the Penalty Date that the Registration Statement is not declared effective.
Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly following the date of the closing of the Purchase Agreement (the "Closing Date") and shall use its best efforts to cause such Registration Statement to become effective within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Closing Date, then the Conversion Price or the Market Conversion Price, as applicable, shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during which such Registration Statement is not effective, and be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days 91 through 119 shall be equal to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from the Closing Date shall be equal to 97.5%. In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Determination. If the Registration Statement has not been declared effective within 180 days after the Closing Date, then each Holder shall have the right to sell its Preferred Shares to the Company at a price (the "Premium Redemption Price") equal to 1.3 times (i.e., 130% of) the Liquidation Preference (as defined in the Certificate of Determination). Payment of such amount shall be due and payable within five (5) business days of demand therefor and surrender by the Holder of its certificate(s) for the Series C Preferred Stock.
Delay in Effectiveness of Registration Statement. In the event the Registration Statement is not declared effective by the SEC within 120 calendar days after the Closing Date in accordance with Section 5.1(b), the Company shall pay in cash to the Investor liquidated damages in the amount of 1.0% of the Aggregate Purchase Price per month thereafter (pro rata for any portion thereof) until the earlier of (i) the date on which the Registration Statement is first declared effective by the SEC or (ii) the second anniversary of the Closing Date, any such payments to be made monthly in arrears.
Delay in Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each month, consisting of a thirty (30) day period (a "Month") (or pro rata portion thereof), following the Filing Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective Date, then for each Month (or pro rata portion thereof) following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such Month (pro rated for any period less than thirty (30) days), pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of the aggregate purchase price paid by such Purchaser for its Shares pursuant to this Agreement; and for any such Month, such payment shall be made no later than the fifth (5th) business day of the calendar month next succeeding the applicable Month for which payment is to be made by the Company. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time and in no event shall the Company be required to pay aggregate liquidated damages under this Section 7.7 in excess of twenty-five percent (25%) of the aggregate purchase price paid by the Purchasers for the Shares pursuant to this Agreement. Such payments shall be made to the Purchaser in cash.
Delay in Effectiveness of Registration Statement. If the Registration Statement is not (a) filed by the 120th day following the date of this Agreement or (b) declared effective within 180 days after the date of this Agreement, or within 270 days after the date of this Agreement if the SEC reviews the Registration Statement, then the Company shall pay the holders of the Underlying Stock to be registered liquidated damages of 1.0% of the aggregate purchase price paid by each such holder for every 90 day period commencing 270 days after such date, or such prorated amount as may apply, until such deficiency is cured.
Delay in Effectiveness of Registration Statement. In the event that the Registration Statement is not declared effective by the date that is ninety (90) days following the Closing Date or, in the event of a review of the Registration Statement by the SEC, one hundred twenty (120) days following the Closing Date, the Company shall pay to each Purchaser liquidated damages in an amount equal to two percent (2%) of the total purchase price of the Purchased Shares purchased by such Purchaser pursuant to this Agreement payable, at the election of the Company, (1) in cash or (2) in that number of shares of Common Stock equal to the amount owed in liquidated damages under this Section 5(b)(i) divided by the Per Share Price (rounding up to the nearest whole share).
Delay in Effectiveness of Registration Statement. In the event that such Registration Statement has not been declared effective by: (x) the Effectiveness Deadline if the SEC does not elect to review the Registration Statement or (y) within 129 days of the Closing Date, if the SEC elects to review the Registration Statement, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Article V of the Purchase Agreement, then the Company shall pay each Holder (other than (i) in the case of a Registration Statement not declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with Section 9 and (ii) in the case of a failure to issue unlegended certificates in accordance with the Purchase Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Purchase Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement is delayed or failure to issue such unlegended Registrable Securities persists.
Delay in Effectiveness of Registration Statement. In the event that the Registration Statement is not declared effective within 90 days after the Closing, the Company shall pay to the Purchaser liquidated damages in an amount equal to 0.25% of the number of Shares purchased by the Purchaser pursuant to this Agreement for each week thereafter that the Registration Statement is not declared effective. Such liquidated damages shall be paid through the issuance of additional Shares at such time as the Registration Statement is declared effective. No liquidated damages shall be paid under this Agreement if effectiveness of the Registration Statement is prevented or delayed due to fire, explosion, flood, riot, labor dispute, accident, act of God, change in existing regulation or law, or other similar event beyond the Company's reasonable control.
Delay in Effectiveness of Registration Statement. If the Registration Statement is not declared effective by the SEC by the Required Effective Date, then for each fifteen (15) day period following the Required Effective Date, until but excluding the date the SEC declares the Registration Statement effective, the Company shall, for each such 15-day period, pay each ▇▇▇▇▇▇▇▇ Purchaser with respect to any such failure, as liquidated damages and not as a penalty, either (at the Company’s discretion): (a) an amount in cash or other immediately available funds equal to 1.5% of the purchase price paid by such ▇▇▇▇▇▇▇▇ Purchaser for its Securities pursuant to this Agreement or (b) a number of validly issued, fully paid and nonassessable additional shares of Common Stock (the “Penalty Shares”) determined by dividing (i) the amount otherwise payable pursuant to the preceding clause (a), by (ii) 2.69; and for any such period, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such period ends. Any payments made pursuant to this Section 7.6. shall not constitute the ▇▇▇▇▇▇▇▇ Purchasers’ exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one ▇▇▇▇▇▇▇▇ Purchaser in respect of the same Securities for the same period of time.