Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 4 contracts
Samples: Registration Rights Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc), Registration Rights Agreement (Cano Petroleum, Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), subject to Section 2(g) hereof, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Common Shares.
Appears in 3 contracts
Samples: Registration Rights Agreement (Electro Optical Sciences Inc /Ny), Form of Registration Rights Agreement (Electro Optical Sciences Inc /Ny), Registration Rights Agreement (Electro Optical Sciences Inc /Ny)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If, during the period from the Closing Date until the second anniversary of the Closing Date (i) a the Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(p)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; , and (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; , and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above and thirtieth day after the event or failure giving rise to a Registration Delay Payments occurs, or (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% ten percent of the aggregate Purchase Price.
Appears in 3 contracts
Samples: Registration Rights Agreement (AeroGrow International, Inc.), Registration Rights Agreement (AeroGrow International, Inc.), Registration Rights Agreement (AeroGrow International, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no such payment shall continue beyond the later of: (i) a period of six months, or (ii) one year from the Closing. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in , provided that no such payment shall continue beyond the Securities Purchase Agreement to the contrary later of: (i) no Registration Delay Payments shall be due and payable with respect to the Warrants a period of six months, or the Warrant Shares and (ii) in no event shall one year from the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceClosing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Ap Pharma Inc /De/), Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Givemepower Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after (A) the day of an Effectiveness Failure (except if such Effectiveness Failure occurs between February 11 and thereafter April 14 of a particular year and the Effectiveness Failure occurs because the Company's most recent 1934 Act reports do not include financial statements less than 135 days old, the Registration Delay Payment pursuant to this clause (A) shall not apply) and (B) on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments exceed twelve and one-half percent (other than Registration Delay Payments payable pursuant to events that are within the control of the Company12.5%) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice for all Investors (the "REGISTRATION DELAY PAYMENTS CAP"). Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrants or Warrant Shares. In addition, and notwithstanding anything to the contrary contained herein, in no event shall the Registration Delay Payments be payable with respect to any Registrable Securities that are not included on any applicable Registration Statement solely as a result of a comment received by the SEC requiring a limit on the number of Registrable Securities included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415.
Appears in 3 contracts
Samples: Registration Rights Agreement (Raptor Networks Technology Inc), Registration Rights Agreement (Raptor Networks Technology Inc), Registration Rights Agreement (Raptor Networks Technology Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company, such as solely for the purposes of an example, failure to file any registration statement required hereby) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 3 contracts
Samples: Registration Rights Agreement (Resaca Exploitation, Inc.), Registration Rights Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the date such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is cured. The payments to which a holder an Investor shall be entitled to pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in The parties agree that the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the maximum aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, an Investor under this Agreement shall be 10% of the aggregate purchase price paid by such Investor pursuant to the Purchase PriceAgreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (TXCO Resources Inc), Registration Rights Agreement (TXCO Resources Inc), Registration Rights Agreement (TXCO Resources Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”) or "); (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”"); or (iii) the Seller shall fail to cause the Company to comply with Section 8 below (a "Public Information Failure"); then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Seller shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half a percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities (whether or not included in such Registration Statement Statement) paid to the Seller at the time of such failure, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) the initial day of a Public Information Failure; (v) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vvi) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vivii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; and (viii) on every thirtieth day after the initial day of a Public Information Failure and thereafter (pro rated for periods totaling less than thirty days) until such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Seller fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 3 contracts
Samples: Registration Rights Agreement (China Precision Steel, Inc.), Registration Rights Agreement (China Precision Steel, Inc.), Registration Rights Agreement (China Precision Steel, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “"Effectiveness Failure”") or (ii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every the thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or In no event shall aggregate payments of the Registration Delay Payments exceed 9% of the Purchase Price (as defined in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceAgreement).
Appears in 3 contracts
Samples: Registration Rights Agreement (A-Power Energy Generation Systems, Ltd.), Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.), Registration Rights Agreement (A-Power Energy Generation Systems, Ltd.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Registration Statement when declared effective fails to register the Required Registration Amount of Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or a failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement Statement, on each of the following dates: (i) on the thirtieth day after the date of a Filing FailureRegistration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (ii) on the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viii) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiv) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary foregoing, (i) no Registration Delay Payments shall be due and payable owed to an Investor with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor under Rule 144 or, with respect to any Investor, to the Warrants or extent the Warrant Shares Company has previously paid to such Investor an aggregate of Registration Delay Payments in excess of ten percent (10%) the aggregate Purchase Price of such Investor and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than shall be owed to any Investor that elects not to be named as an underwriter in a Registration Delay Payments payable pursuant Statement to events that are within the control of extent required by the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceSEC.
Appears in 2 contracts
Samples: Registration Rights Agreement (Enerpulse Technologies, Inc.), Registration Rights Agreement (Enerpulse Technologies, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “"Effectiveness Failure”") or (ii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market as a result of the Company’s failure to meet applicable listing requirements, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock (other than as a result of a limitation on the maximum number of shares of Common Stock permitted to be registered by the staff of the SEC pursuant to Rule 415) or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price Market Value (as such term is defined in the Securities Purchase Subscription Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every the thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Subscription Agreement, in no event shall (i) Registration Delay Payments be payable for any period after the expiration of the Registration Period, (ii) the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) an Investor exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PriceMarket Value of such Investor's Registrable Securities on the applicable Closing Date and (ii) the Company be obligated to make both Public Information Failure Payments (as defined in the Subscription Agreement) and Registration Delay Payments in respect of the same securities and for any same period of time in which a failure giving rise to such payments is deemed to have occurred.
Appears in 2 contracts
Samples: Subscription Agreement (Imation Corp), Registration Rights Agreement (Imation Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Amish Naturals, Inc.), Registration Rights Agreement (Amish Naturals, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the New Registrable Securities or the Additional Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement Section 2 is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) filed with the SEC but not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the such Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3.19)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of New Registrable Securities or Additional Registrable Securities, as applicable, relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) purchase price of such Investor’s Registrable Securities included in such Registration Statement 's Initial Preferred Shares and Initial Warrants or Additional Preferred Shares and Additional Warrants, respectively, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured; PROVIDED, that the maximum amount payable by the Company pursuant to this Section 2.3 with respect to such Registration Statement shall not exceed 10% of the aggregate purchase price of such Investor's Registrable Securities included in such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f) 2.3 are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of each calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest interest, from the date the Registration Delay Payment was due until the date such Registration Delay Payment is paid in full, at the rate of one and one-half ten percent (1.510%) per month (prorated for partial months) until paid in fullannum. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no herein, the Company shall not be required to pay any Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable extent that such registration is required to be made pursuant to events a Registration Statement on Form S-1 for the sole reason that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceForm S-3 is unavailable to such registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (Aksys LTD), Investor Rights Agreement (Durus Life Sciences Master Fund LTD)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3.16) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)) and not as a penalty, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) 1.0% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of paid by such Investor’s Registrable Securities included in such Registration Statement Purchaser on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth 30th day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until the earlier of (x) the date as of which the Investors may sell all of the Registrable Securities without limitation or restriction pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act (“Rule 144”) and (y) the date on which such Filing Failure is cured; (vii) on every thirtieth 30th day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until the earlier of (x) the date as of which the Investors may sell all of the Registrable Securities without limitation or restriction pursuant to Rule 144 and (y) the date on which such Effectiveness Failure is cured; and (viiii) on every thirtieth 30th day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.30
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vitran Corp Inc), Registration Rights Agreement (Vitran Corp Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the date 90 days from the Closing Date; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or to the contrary, in no event shall the Securities Registration Delay Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase Agreement Price for all Investors (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein, (iy) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount any Registrable Securities excluded from a Registration Statement by election of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricean Investor.
Appears in 2 contracts
Samples: Registration Rights Agreement (Wentworth Energy, Inc.), Registration Rights Agreement (Wentworth Energy, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a the respective Filing Failure; , Effectiveness Failure or Maintenance Failure for the first thirty (ii30) the day of an days during which such Filing Failure, Effectiveness Failure; (iii) the initial day of a Failure or Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter continues (pro rated for periods any period totaling less than thirty (30) days), and thereafter two percent (2.0%) until of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement for each ensuing thirty (30) day period during which such Filing Failure is cured; (v) on every thirtieth day after the day of an Failure, Effectiveness Failure and thereafter or Maintenance Failure continues (pro rated for periods any period totaling less than thirty (30) days), subject to a maximum penalty of ten percent (10%) until of the aggregate Purchase Price (as such Effectiveness Failure term is cured; and defined in the Securities Purchase Agreement) paid by such Investor pursuant to the Securities Purchase Agreement for all Registration Delay Payments (vias defined below) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedpayable to an Investor under this Agreement. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Verenium Corp), Registration Rights Agreement (Verenium Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (as determined on the date of this Agreement) and required to be filed by the Company pursuant to Section 2(a) or (b) of this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective earlier of (x) the Effectiveness Deadline or (y) three (3) Business Days of receipt by the Company of a written or oral communication from the SEC that the Registration Statement will not be reviewed or that the SEC has no further comments (an “"Effectiveness Failure") or (C) the Company does not file a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement and the National Association of Securities Dealers, Inc. (the “NASD”) or shall have cleared such Registration Statement pursuant to the Rule 2710 of the NASD, (ii) on any day after the Effective Date and before the Termination Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Grace Period (as defined in Section 3(r3(l)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) Amount of such Investor’s 's unregistered Registrable Securities (“Purchase Amount”), the Registrable Securities attributable to which are required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day (or partial period) after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided, however, the aggregate amount of Registration Delay Payments shall not exceed twelve percent (12%) of such Purchase Amount; provided, further, that amounts payable as Registration Delay Payments shall cease when the Investor no longer holds any Common Stock and Warrants or in the event the Investor’s Common Stock or Warrant Shares can be immediately sold by the Investor in reliance on Rule 144(k) without any volume restrictions and the Company has removed legends restricting resale from the Warrant Shares and the Common Stock. The payments to which a holder shall be entitled pursuant to this Section 2(f2(c) are referred to herein as “"Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price."
Appears in 2 contracts
Samples: Registration Rights Agreement (Composite Technology Corp), Registration Rights Agreement (Composite Technology Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is not (AI) not filed with the SEC on or before the respective applicable Filing Deadline (a “"Filing Failure”") or (BII) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “"Effectiveness Failure”") or (iiB) on any day after a Registration Statement has been declared effective by the Effective Date SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(o)(iv))) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock Statement or to maintain the listing of the Common Stockcomply with Section 2(f)) (a “"Maintenance Failure”) then," and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as a "Registration Default"), then the Company shall pay, as partial relief for the liquidated damages (but not as a penalty) to any holder of Shares by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty its Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) per month (on a 30/360 basis) of the aggregate Purchase Price (as such term is defined in purchase price paid pursuant to the Securities Purchase Agreement) of Agreement for such Investor’s holder's Registrable Securities required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii1) the initial day of a Maintenance Failure; (iv) Filing Failure and on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v2) on every thirtieth day after the initial day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (vi3) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Applied Therapeutics Inc.), Registration Rights Agreement (Applied Therapeutics Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) (A) the Additional Registration Statement is not filed with the SEC on or before the Additional Filing Deadline (a “Filing Failure”) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration StatementStatement or to register, subject to register the grace periods set forth in Section 3(q) a sufficient number of shares of Common Stock to enable resale of 100% of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants without regard to limitations on conversion, redemption and exercise of such Notes and Warrants and assuming such conversion, redemption or to maintain exercise occurred on the listing date of the filing of the Registration Statement or a suspension or delisting of the Common StockStock on its principal trading exchange or market) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one percent (1%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in The parties agree that the Securities Purchase Agreement to the contrary (i) no Company will not be liable for Registration Delay Payments shall be due and payable with under this Section in respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceWarrants.
Appears in 2 contracts
Samples: Registration Rights Agreement (Allied Defense Group Inc), Registration Rights Agreement (Allied Defense Group Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity) and subject to the Limitation on Damages (as defined in the Certificate of Designations), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Magnetar Capital Partners LP), Registration Rights Agreement (Think Partnership Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 7.02, if: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company Buyer pursuant to this Agreement is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”); (b) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by Buyer pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (iic) on any day after the date on which the Registration Statement is declared effective by the Staff (the “Effective Date Date”), sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(r)below) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Buyer Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages to any holder Seller by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Shares, the Company Buyer shall pay to each holder of Registrable Securities relating to such Registration Statement Seller an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) value of such Investor’s Registrable Securities included in such Registration Statement on each all of the following datesShares issued pursuant to this Agreement, determined with reference to the average closing stock price of Buyer Stock on the ten Trading Days ending one Trading Day prior to the Closing: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the initial day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured, with a maximum penalty of twelve months. The payments to which a holder Seller shall be entitled pursuant to this Section 2(f) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Buyer fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Buyer to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable accrue with respect regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control first anniversary of the Company) exceedCommencement Date, in provided that the aggregate, 10% of Seller is then eligible to sell the aggregate Purchase PriceRegistrable Securities without limitation under Rule 144 under the Securities Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Opko Health, Inc.), Patent Assignment Agreement (RXi Pharmaceuticals Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities Required Registration Amount required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% eighteen percent (18%) of the aggregate Purchase PricePrice of the Common Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Maple Mountain Explorations Inc.), Registration Rights Agreement (Maple Mountain Explorations Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); provided, however, that for thirty (30) days following the Effectiveness Deadline there will be no Effectiveness Failure if the SEC is reviewing the Registration Statement and the Company is using its best efforts to have the Registration Statement declared effective or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares Shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in Filing Failure, Effectiveness Failure or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Maintenance Failure (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) principal amount of such Investor’s Holder's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the 30th day following the Effectiveness Deadline; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. By way of example, if a Registration Statement covering the Registrable Securities is filed on the 6th day following the Filing Deadline, the Company shall pay to the Holders the Registration Delay Payment on the date of the Filing Failure and shall, on or prior to the third Business Day following such 6th day, pay to the Holders a pro rata amount of the Registration Delay Payment for such subsequent period (determined by multiplying such Registration Delay Payment by the product obtained by dividing the number of days (6) during which such Filing Failure occurred during such subsequent period by 30)). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or to the contrary, in no event shall the Securities Purchase Agreement Registration Delay Payments exceed ten percent (10%) of the aggregate principal amount of the Notes held by all Holders on the date hereof (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Holder's Notes to be lowered by an amount equal to the quotient of the amount of such Holders Excess Registration Delay Payments divided by the then outstanding amount of such Holder's Notes. Notwithstanding anything to the contrary contained herein, (iy) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount any Registrable Securities excluded from a Registration Statement by election of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricea Holder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Charys Holding Co Inc), Registration Rights Agreement (Charys Holding Co Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration Failure"), (ii) a Registration Statement covering (A) all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “"Filing Failure”") or (B) all of the Registrable Securities required to be covered thereby (other than Cutback Shares) and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “"Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock (other than Cutback Shares) or a failure to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities not included in such Registration Statement (other than Cutback Shares in case the event triggering the provisions of this Section 2(g) is an Effectiveness Failure) on each of the following dates: (i) the day of a Registration Failure; (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iiiiv) the initial day of a Maintenance Failure; (ivv) on every the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vvii) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viviii) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Eon Communications Corp), Securities Purchase Agreement (Eon Communications Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a Stock)(a “Maintenance Failure”) ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Notes relating to such Registration Statement Statement: (I) on each of the day of a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, an amount in cash equal to one and one-half percent the product of (1.5%i) of the aggregate Purchase Price Principal (as such term is defined in the Securities Purchase AgreementNotes) of such Investor’s Registrable Securities Notes convertible into Conversion Shares included in such Registration Statement multiplied by (ii) 0.01, and (II) on each the earlier of the following dates: (i) the last day of each 30 day period after a Filing Failure; (ii) the day of , an Effectiveness Failure; (iii) Failure and the initial day of a Maintenance Failure; (iv) , as the case may be, or on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event any such Filing Failure, Effectiveness Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal of such Investor’s Notes convertible into Conversion Shares included in such Registration Delay Payments is curedStatement multiplied by (ii) 0.02. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Supergen Inc), Registration Rights Agreement (Supergen Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (ii) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3(r)3.p) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)) and not as a penalty, the Company shall pay to each holder of Registrable Securities relating Securities, aggregate additional interest on the principal amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or (B) the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Statement an amount in cash equal Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to one the terms and one-half percent (1.5%) of conditions of, the aggregate Purchase Price (as such term is defined in Agreement and the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of other Transaction Documents. In the following dates: (i) the day event of a Filing Failure; , the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure; , the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline and 75th day thereafter, for as long as the Effectiveness Failure continues, and (iii) 12.0% thereafter for as long as the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Paymentscontinues.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Odyssey Marine Exploration Inc), Registration Rights Agreement (Odyssey Marine Exploration Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder the holders of Registrable Securities relating to such Registration Statement Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure; Failure and (ivB) the Company shall pay to the holders of Registrable Securities relating to such Registration Statement, pro rata in proportion to the number of such Registrable Securities held by each such holder, an aggregate amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such Registrable Securities included in such Registration Statement on each of the following dates: (i) on every the thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiii) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Encorium Group Inc), Securities Purchase Agreement (Encorium Group Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-one half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Notes.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ista Pharmaceuticals Inc), Registration Rights Agreement (ABX Holdings, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date Effectiveness Deadline, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock common stock) or to maintain Rule 144 under the listing of the Common Stock) Act (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty common stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined holder’s pro rata interest in the Securities Purchase Agreement) Price, as reflected on Annex I, attributable to the portion of such Investor’s the Registrable Securities included in such Registration Statement so affected by the Filing Failure or Maintenance Failure, as applicable, on each of the following dates: (i) the day of a Filing FailureFailure and monthly thereafter (pro rated for partial months) until such Filing Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; (ii) the day of an Effectiveness FailureFailure and monthly thereafter (pro rated for partial months) until such Effectiveness Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price; and (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and monthly thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty dayspartial months) until such Maintenance Failure is cured, with a maximum penalty of twelve months applied to such holder’s pro rata interest in the Purchase Price. The payments to which a holder shall be entitled pursuant to this Section 2(f) 7.03 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. In addition, the Investors shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable accrue with respect regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the Warrants or first anniversary of Closing, provided that the Warrant Shares and (ii) in no event shall Investors are then eligible to sell the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within Registrable Securities without limitation under Rule 144 under the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceSecurities Act.
Appears in 2 contracts
Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp), Securities Purchase Agreement (Galena Biopharma, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockShares) (a “Maintenance Failure”"MAINTENANCE FAILURE") then, unless such failure or delay has been directly caused by the failure of one or more Buyers to meet their obligations hereunder or is the direct result of delays resulting from the actions or inactions of the Legal Counsel, in connection as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Shares (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-one half percent (1.5%) of the aggregate Purchase Price (as paid for such term is defined in the Securities Purchase Agreement) of such Investor’s Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (i) on the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Filing Failure is cured; and (viii) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Catuity Inc), Registration Rights Agreement (Catuity Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing a suspension or delisting of the Common StockStock on its principal trading exchange or market) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Qiao Xing Universal Telephone Inc), Registration Rights Agreement (Qiao Xing Mobile Communication Co., Ltd.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) % of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities required to be included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth 30th day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (vii) on every thirtieth 30th day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Effectiveness Failure is cured; and (viiii) on every thirtieth 30th day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above 30th day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) any Investor exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of such Investor’s Notes.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nestor Inc), Registration Rights Agreement (Nestor Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 1(b) of this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (ii) on for more than thirty days in any day after one calendar year during the Effective Date sales of all of the applicable Effectiveness Period, Registrable Securities required to be included on such that have previously been covered by an effective Registration Statement cannot be made (other than during are no longer covered by an Allowable Grace Period (as defined in Section 3(r)) pursuant to such effective Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”, and a Filing Failure, Effectiveness Failure and Maintenance Failure each being referred to herein as a “Failure”) then, as partial relief for in lieu of the damages to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equityunder applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Holder an amount in cash equal to one and one-half percent (1.5%) 0.75% of the aggregate Purchase Price (as such term is defined in original loan represented by the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of or, in the following dates: (i) the day case of a Filing Failure; , the Registrable Securities required by this Agreement to be included in such Registration Statement, (i) within five (5) Trading Days of a Failure and (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day monthly anniversary of such Failure (in each case, on a Filing Failure and thereafter (pro rated rata basis for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after cured or the day end of an the Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure Period, whichever is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedearlier. The payments to which a holder each Holder shall be entitled pursuant to this Section 2(f1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 18% per month (prorated for partial months) annum until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Loan Agreement, in no event shall the Company be liable for aggregate amount of Registration Delay Payments of more than four percent (other than 4%) per annum of the aggregate original loan represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure or, in any 30-day period, for Registration Delay Payments payable pursuant to events that are within the control in excess of the Company) exceed, in the aggregate, 100.75% of the aggregate Purchase Priceoriginal loan represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure.
Appears in 2 contracts
Samples: Registration Rights Agreement (Clean Energy Fuels Corp.), Registration Rights Agreement (Pickens Boone)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for any reason (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing a suspension or delisting of the Common StockStock on its principal trading exchange or market) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Qiao Xing Universal Telephone Inc), Registration Rights Agreement (Qiao Xing Universal Telephone Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 4(a), if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than one and one-half percent (1.5%) of penalties during any thirty day period or for multiple events during any thirty day period. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall accrue on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter shall accrue and be paid on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments exceed twelve and one-half percent (other than Registration Delay Payments payable pursuant to events that are within the control of the Company12.5%) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice for all Investors (the “Registration Delay Payments Cap”). Any amount in excess of the Registration Delay Payments Cap (the “Excess Registration Delay Payments”) shall cause the Conversion Price of the Investor’s Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Earth Biofuels Inc), Registration Rights Agreement (Earth Biofuels Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (made, other than during an Allowable Grace Period (as defined in Section 3(r)) , pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stockas determined in accordance with Section 2(d)) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), subject to Section 2(f) hereof, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Common Shares. Notwithstanding the provisions of this Section 2(e), no Registration Delay Payments shall be payable with respect to any Registrable Securities excluded from a Registration Statement by the election of an Investor.
Appears in 2 contracts
Samples: Registration Rights Agreement (Jinpan International LTD), Registration Rights Agreement (Jinpan International LTD)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half two percent (1.52.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Common Shares.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ascendia Brands, Inc.), Registration Rights Agreement (Ascendia Brands, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 4.13(b), if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period (as defined in Section 3(r)below) or (ii) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages in addition to any holder by reason of any such delay in other rights the holders may have under the Transaction Documents or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f4.13(c) are referred to herein as “Registration Delay Payments.” ”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.13(c) exceed six percent (6%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Progenity, Inc.), Securities Purchase Agreement (Progenity, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (a) If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be the exclusive of any other remedies economic remedy available at law or in equitywith respect to Filing Failures, Effectiveness Failures and Maintenance Failures), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. If all of the Cutback Shares, if any, have not been registered on a Registration Statement which has been declared effective by the SEC on or before the six (6) month anniversary of the Closing Date (a "Cutback Failure") then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Cutback Shares (which remedy shall be the exclusive economic remedy available with respect to Cutback Failures), the Company shall pay to each holder of Cutback Shares relating to such Registration Statement an amount equal to one half of a percent (0.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Cutback Shares included in such Registration Statement on the day of a Cutback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Cutback Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure, Cutback Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) on the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The date such Registration Delay Payments are due shall be referred to herein as a "Registration Delay Payments Payment Date." In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 1024% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rancher Energy Corp.), Registration Rights Agreement (Rancher Energy Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 7(b), if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Registration Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period (as defined in Section 3(r)below) or (ii) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages in addition to any holder by reason of any such delay in other rights the holders may have under this Agreement, the Warrants, the schedules and exhibits attached hereto and thereto (collectively, the “Transaction Documents”) or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f7(c) are referred to herein as “Registration Delay Payments.” ”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 7(c) exceed six percent (6%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sonendo, Inc.), Securities Purchase Agreement (Sonendo, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(m)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for liquidated damages (and in complete satisfaction and to the damages exclusion of any claims or remedies inuring to any holder of Registrable Securities) to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement their pro rata portion (based on the amount of Registrable Securities held) an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s paid by the applicable Investor for the Registrable Securities included in such Registration Statement on each of the following dates: (i) 20 days following the day date of a Filing Failure; (ii) 20 days following the day date of an Effectiveness Failure; (iii) 30 days following the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PricePrice paid by all Investors pursuant to the Securities Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such after the initial day of a Filing Failure is cured; (v) on and every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Filing Failure is cured; and (viii) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after the initial day of an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; (iii) on the thirtieth day (pro rated for periods totaling less than thirty days) after the initial day of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 2 contracts
Samples: Registration Rights Agreement (Microvision Inc), Registration Rights Agreement (Microvision Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”); (b) or (B) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (iic) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(r)below) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the initial day of a Filing FailureFailure and on every 30th day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day initial of an Effectiveness FailureFailure and on every 30th day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth 30th day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured, with a maximum penalty of six months. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.” The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make a Registration Delay Payments Payment in a timely manner, such Registration Delay Payments Payment shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. In addition, the Seller shall, among seeking other remedies, be entitled to seek injunctive relief compelling the Company to address the Filing Failure, Effectiveness Failure or the Maintenance Failure. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) foregoing, no Registration Delay Payments shall be due and payable accrue with respect regard to any portion of a Filing Failure or Maintenance Failure that occurs or continues after the Warrants or first anniversary of Closing, provided that the Warrant Shares and (ii) in no event shall Investors are then eligible to sell the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within Registrable Securities without limitation under Rule 144 under the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceSecurities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (La Jolla Pharmaceutical Co)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not with respect to a Subsequent Registration Statement, (A) not filed with the SEC on or before the respective Subsequent Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date (A) sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock ADRs), (B) the Registrable Securities are not listed or to maintain included for quotation on an Eligible Market (as defined in the listing Notes) or trading of the Common StockADRs is suspended or halted thereon (other than during an Allowable Trading Grace Period) (each, a “Maintenance Failure”) ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty ADRs (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (iA) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vB) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) from the date of an Effectiveness Failure until such Effectiveness Failure is cured; cured and (viC) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) from the date of a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a the Initial Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Initial Filing Deadline Deadline, (ii) any Additional Registration Statement is not filed with the SEC on or prior to 5 Business Days after the date of effectiveness of the Initial Registration Statement or the last filed Additional Registration Statement, as the case may be, (each of (i) and (ii) above, a “Filing Failure”), (iii) one or (B) more Registration Statements covering at least 50% of the Registrable Securities is not declared effective by the SEC on or before the respective 50% Effectiveness Deadline (an a “50% Effectiveness Failure”), (iv) one or more Registration Statements covering the Required Registration Amount of the Registrable Securities is not declared effective by the SEC on or before the 100% Effectiveness Failure deadline (a “100% Effectiveness Failure”), or (iiv) on any day after the applicable Effective Date sales of all of the any Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(o)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares Shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to to: (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement (the “Investor’s Purchase Price”) as to which the applicable Filing Failure, 50% Effectiveness Failure, 100% Effectiveness Failure or Maintenance Failure applies on each of the following dates: (i) the day of a Filing Failure; Failure and on the thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured, (ii) the day of an Effectiveness FailureFailure and on the thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance FailureFailure and on the thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured, (B) two percent (2.0%) of such Investor’s Purchase Price in such Registration Statements on each of the following dates: (i) on the sixtieth day (prorated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ivii) on the sixtieth day (prorated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) on the sixtieth day (prorated for periods totaling less than thirty days) of a Maintenance Failure until such Maintenance Failure is cured; and (C) three percent (3.0%) of such Investor’s Total Purchase Price in such Registration Statements on each of the following dates: (i) on the ninetieth day and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; , (vii) on the ninetieth day and in every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on the ninetieth day and in every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) of a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, in no event shall the aggregate of all Registration Delay Payments exceed 20% of the aggregate of all Investor’s Total Purchase Price. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Universal Food & Beverage Compny)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and the One Month Anniversary of such Filing Failure (pro rated for periods totaling less than thirty days); (ii) the day of an Effectiveness FailureFailure and on the One Month Anniversary of such Effectiveness Failure (pro rated for periods totaling less than thirty days); (iii) the initial day of a Maintenance FailureFailure and the One Month Anniversary of such Maintenance Failure (pro rated for periods totaling less than thirty days); and (ivB) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) on every the thirtieth day after the day One Month Anniversary of a Filing Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on every thirtieth day after the day One Month Anniversary of an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day One Month Anniversary of a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Toreador Resources Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount (the “Liquidated Damages Amount”) in cash equal to one and (A) one-half quarter of one percent (1.50.25%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of the Notes relating to such Investor’s Registrable Securities included in such Registration Statement on for the first 90 day period following a Filing Failure, Effectiveness Failure or Maintenance Failure, (B) one-half of one percent (0.50%) of the aggregate Purchase Price of the Notes relating to such Investor’s Registrable Securities included in such Registration Statement for the following 60 day period, and (C) three-quarters of one percent (0.75%) of the aggregate Purchase Price of the Notes relating to such Investor’s Registrable Securities included in such Registration Statement for each subsequent 30 day period. Liquidated Damages Amounts will accrue for each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The rate of accrual of the Liquidated Damages Amount with respect to any period will not exceed the rate provided in this paragraph notwithstanding the occurrence of multiple concurrent events giving rise to the Liquidated Damages Amount. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at a rate per annum equal to the default rate of one and one-half percent (1.5%) per month (prorated for partial months) under the Notes until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall foregoing, Liquidated Damages Amounts will not be due and payable with respect by the Company pursuant to the Warrants or terms hereof to the Warrant Shares and (ii) in no event shall extent that such delays are caused by an Investor’s failure to provide the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Priceinformation required by Section 4(a).
Appears in 1 contract
Samples: Registration Rights Agreement (Global Power Equipment Group Inc/)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective thirtieth (30th) day after the Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective thirtieth (30th) day after the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or a failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay become liable for payment to each holder of Registrable Securities relating to such Registration Statement of an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) value of such Investorholder’s Registrable Securities included in (such Registration Statement value being determined by multiplying the number of such securities by the greater of (I) the then-current market price of such securities and (II) $0.88) on each of the following dates: (ix) the day of thirty (30) days after a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is curedcured or until the date two (2) years after the Closing Date; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is curedcured or until the date two (2) years after the Closing Date; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is curedcured or until the date two (2) years after the Closing Date. The payments to which a holder shall be entitled pursuant to this Section 2(f2(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Unigene Laboratories Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; cured and (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; cured and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Applied Spectrum Technologies Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) Stock)(a "MAINTENANCE FAILURE"), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) Statement: on the earlier of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the last day of each 30 day period after a Filing Failure; (ii) the day of , an Effectiveness Failure; (iii) Failure and the initial day of a Maintenance Failure; (iv) , as the case may be, or on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event any such Filing Failure, Effectiveness Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Purchase Price of such Investor's Common Shares then held by Investor and included in such Registration Delay Payments Statement multiplied by (ii) 1.5% per month (prorated for partial months) computed from the date of such Filing Failure, Effectiveness Failure or initial date of a Maintenance Failure to the date such Filing Failure, Effectiveness Failure or Maintenance Failure is cured. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the This Section 2(f) shall not apply to Registrable Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall that can be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable sold without restriction pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceRule 144(k).
Appears in 1 contract
Samples: Form of Registration Rights Agreement (Evci Career Colleges Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-one half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of any Registration Delay Payments accrue hereunder from and after the six (other than Registration Delay Payments payable pursuant to events that are within the control 6) month anniversary of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceClosing Date.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) purchase price of such Investor’s 's Registrable Securities Securities, payable fifty percent (50%) in cash and fifty percent (50%) in Common Stock, whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” ". Notwithstanding the foregoing, no Registration Delay Payments shall accrue after 180 days from the Closing Date, and the aggregate Registration Delay Payments shall not exceed six percent (6.0%) of the gross proceeds of the offering contemplated by the Purchase Agreement. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement The number of shares of Common Stock issuable to the contrary (i) no Buyers as the Common Stock portion of any Registration Delay Payments shall be due and payable with respect equal to the Warrants or quotient determined by dividing the Warrant Shares and (ii) in no event shall the aggregate amount cash portion of such Registration Delay Payments by one hundred percent (other than 100%) of the arithmetic average of the Weighted Average Prices of the Common Stock for the five (5) Trading Days immediately preceding the date that the applicable Registration Delay Payments payable Payment is actually accrued. In the event the Company fails to make effective the Registration Statement or maintain effectiveness of the Registration Statement at any time thirty-six (36) months from the date hereof, the Company shall, at the Purchaser's request, and without cost to the Purchaser, cause the Company's counsel to issue a legal opinion to the Company's transfer agent regarding the sale of any Registrable Securities pursuant to events Rule 144, provided that are within the control of Purchaser reasonably cooperates with any reasonable request for documents by the Company or the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price's Counsel.
Appears in 1 contract
Samples: Registration Rights Agreement (Zoom Technologies Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Investment Agreement) of such Investor’s Buyer's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; cured and (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; cured and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Investment Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Benda Pharmaceutical, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on the thirtieth day after an Effectiveness Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a Stock)(a “Maintenance Failure”) ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Debentures relating to such Registration Statement an amount in cash equal to one and one-half percent Statement: on the earlier of (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (iA) the last day of each 30 day period after a Filing Failure; (ii) the day of , an Effectiveness Failure; (iii) Failure and the initial day of a Maintenance Failure; , as the case may be until such event is cured, or (ivB) on every thirtieth day the third Trading Day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until any such Filing Failure is cured; (v) on every thirtieth day after the day of an Failure, Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such or Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal (as defined in the Debentures) of such Investor’s Debentures convertible into Conversion Shares included in such Registration Statement multiplied by (y) 0.02, provided, however, that such payment shall apply on a pro-rata basis for any portion of a 30 day period prior to the cure of a Filing Failure, Effectiveness Failure or Maintenance Failure as applicable; and, provided further, that any payment made pursuant to clause (B) of this sentence shall relieve the Company of its obligation to make any payment pursuant to clause (A) of this sentence with respect to the first thirty day period following such Filing Failure, Effectiveness Failure or Maintenance Failure. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Trading Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make any Registration Delay Payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) % per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (24/7 Real Media Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 4.4, if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline Date (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)Period) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder Purchaser of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) 1.0% of such InvestorPurchaser’s Registrable Securities included in such Registration Statement aggregate purchase price then paid through each applicable closing on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 4.3 are referred to herein as “Registration Delay Payments.” ”; provided that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.3 exceed 10% of a Purchaser’s aggregate purchase price then paid. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the a listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after such Registration Statement has been declared effective by the Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Stock)(a "Maintenance Failure”) "), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement Statement: on the earlier of the last day of each 30 day period after a Filing Failure, an Effectiveness Failure and the initial day of a Maintenance Failure, as the case may be until such event is cured, or on the third Business Day after any such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an amount in cash equal to one and one-half percent the product of (1.5%i) of the aggregate Purchase Price (as such term is defined in for the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement multiplied by (ii) 0.02, provided, however, that such payment shall apply on each a pro-rata basis for any portion of a 30 day period prior to the following dates: (i) the day cure of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an , Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a or Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is curedapplicable. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(g) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one and one-half percent (1.5%) 1.0% per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Warrants or Warrant Shares an amount in cash per Warrant or Warrant Shares held equal to one and one-half percent (1.5%) the product of the aggregate Purchase Price closing bid price of the Common Stock on the date of the Effectiveness Deadline multiplied by (as such term is defined in I) .00067 multiplied by the Securities Purchase Agreementsum of (x) the number of such Investor’s Registrable Securities included in days after the Filing Deadline that such Registration Statement on each of is not filed with the following dates: SEC, plus (iy) the day number of a Filing Failure; days after the Effectiveness Deadline that the Registration Statement is not declared effective by the SEC, plus (iiz) the day number of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day days after the day Registration Statement has been declared effective by the SEC that such Registration Statement is not available for the sale of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until at least all the Registrable Securities required to be included on such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedRegistration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day business day after the event or failure giving rise to last day of the calendar month during which such Registration Delay Payments is curedare incurred. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Deadline, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockShares) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Shares, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent additional interest (1.5%“Additional Interest”) of on the aggregate Purchase Price (as such term is defined Notes in the Securities Purchase Agreementsame manner as the interest on such Note pursuant to Section 3.2 for each day (x) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) from the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) occurs until such Filing Failure is cured; (vy) on every thirtieth day after from the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) occurs until such Effectiveness Failure is cured; and (viz) on every thirtieth from the day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) occurs until such Maintenance Failure is curedcured (each such period referred to in clause (x), (y) or (z), a “Failure Period”). The payments Additional Interest will accrue at a rate per annum equal to which 0.25% for the first 90 days of any Failure Period and thereafter at a holder rate per annum equal to 0.50%. No Additional Interest shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on required following the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control termination of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceReporting Period.
Appears in 1 contract
Samples: Note Purchase Agreement (Milestone Pharmaceuticals Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r6(r)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on the Principal Market or a failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay become liable for payment to each holder of Registrable Securities relating to such Registration Statement of an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) value of such Investorholder’s Registrable Securities required to be included in such Registration Statement (excluding, for days prior to the Conversion Commencement Date only, the value of any Conversion Shares included in such Registrable Securities) (such value being determined by multiplying the number of such securities by the greater of (A) the then-current market price of such securities and (B) $0.70) on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iiix) the initial day of a Maintenance Failure; (iv) Filing Failure and on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is curedcured or until the date two (2) years after the First Restated Closing Date; (vy) on every thirtieth day after the initial day of an Effectiveness Failure and thereafter on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is curedcured or until the date two (2) years after the First Restated Closing Date; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 5 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Unigene Laboratories Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day during the Registration Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Total Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than 30 days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.;” provided that no Registration Delay Payments shall be required following the termination of the Registration Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.3 exceed ten percent (10%) of a holder’s Pro Rata Interest in the Total Purchase Price. The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Arrowhead Research Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a) or Section 2(e) of this Agreement is not (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”ii) the Company fails to timely perform its obligations set forth in clauses (a) through (g) of Section 3 of this Agreement or (iiiii) on any day after a Registration Statement has been declared effective by the Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during the period (the “Post Effective Period”) beginning on the first day on which a post-effective amendment is required to be filed by the Company pursuant to the undertakings referred to in Rule 415 of the 1933 Act and ending on the earlier of (x) the thirtieth (30)th day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC (a “Post Effective Period Deadline”) or an Allowable Grace Period (as defined in Section 3(rbelow)) pursuant to such Registration Statement (including, without limitation, including because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock, as determined in accordance with Section 2(e)) (a any such failure or breach being referred to as an “Maintenance FailureEvent”, and the date on which such Event occurs being referred to as the “Event Date”) then, as partial relief in addition to any other rights the holders of Notes or Warrants may have hereunder or under applicable law, on each monthly anniversary of each such Event Date beginning with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date and if it has been cured, a pro rata amount of the amount that would otherwise be payable pursuant to this section 2(f) for the damages period from the Event Date or the last monthly anniversary of such Event Date to any holder by reason of any the date such delay in or reduction of its ability to sell Event Date has been cured) until the underlying shares of Common Stock and not as applicable Event is cured (each a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity“Liquidated Damages Payment Date”), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Notes or Warrants an amount in cash cash, as partial liquidated damages and not as a penalty, with respect to each Liquidated Damages Payment Date, equal to one and one-half percent the product of (i) 1.5%% multiplied by the sum of (A) the principal amount of the aggregate Purchase Notes held by such holder and (B) the total Aggregate Exercise Price (as such term is defined in the Securities Purchase AgreementWarrants) of all Warrants held by such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; holder, multiplied by (ii) a fraction, the day numerator of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled the number of total calendar days which have passed since the immediately preceding Liquidated Damages Payment Date and the denominator of which shall be 30 calendar days. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in full in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one and one-half percent (1.5%) 1.00% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable (I) the period (the “Post Effective Period”) beginning on the first day on which a post-effective amendment is required to be filed by the Company pursuant to the undertakings referred to in Rule 415(a)(3) of the 1933 Act and ending on the earlier of (x) the thirtieth (30th) day after such date and (y) the date on which such post-effective amendment is declared effective by the SEC or (II) a Grace Period (as defined in Section 3(r3(s)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Ordinary Shares, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price Subscription Price) (as such term is defined in the Securities Purchase Visium Subscription Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; within five (ii5) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day Business Days of a Filing Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day within five (5) Business Days of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less shorter than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiii) and on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less shorter than thirty (30) days) following a Maintenance Failure until such Maintenance Failure is curedcured (which payments shall be exclusive remedies available under this Agreement or under applicable law). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated pro rated for partial monthsshorter periods) until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Visium Subscription Agreement, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company’s control) exceed, in the aggregate, 10% of the aggregate Purchase PriceSubscription Price of the Visium Shares.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to paragraph (b) above, if either: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (A) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (B) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline or Additional Effectiveness Deadline, as the case may be (an “Effectiveness Failure”) ), or (ii) on any day during the Reporting Period and after the Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period (as defined in Section 3(r)below) or (B) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages in addition to any holder by reason of any such delay in other rights the holders may have under the Transaction Documents or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)under applicable law, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f(c) are referred to herein as “Registration Delay Payments.” ”; provided, that no Registration Delay Payments shall be required following the termination of the Reporting Period; provided further, that in no event shall the aggregate Registration Delay Payments accruing under this Section (c) exceed ten percent (10%) of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six (6) months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Heron Therapeutics, Inc. /De/)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date and prior to the expiration of the Effective Period (as defined below) sales of all of the Registrable Securities required to be included on covered by such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined set forth in Section 3(r2.1(c) or due to a change in the Prospective Seller’s “plan of distribution” or the inaccuracy of any information provided by the Prospective Seller(s)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a the Company’s failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder an increased interest rate of 0.50% on the principal amount of any Option Notes that are convertible into the Registrable Securities relating registered, or available to be registered, on a Registration Statement that is subject to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; , Effectiveness Failure or Maintenance Failure for each thirty (ii30) the day of an period during which such Filing Failure, Effectiveness Failure; Failure or Maintenance Failure continues (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro pro-rated for periods any period totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured). The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.1(b) are referred to herein as “Registration Delay Payments.” Such Registration Delay Payments shall will be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise capitalized by adding to the Registration Delay Payments is curedoutstanding principal amount from time to time of the Notes. In the event the Company fails to make Registration Delay Payments in a timely manner, Payment of such Registration Delay Payments by the Company shall bear interest at be in addition to, and shall not limit, the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or other remedies available to the Investor in the Securities Purchase Agreement to event that the contrary (i) no Registration Delay Payments shall be due and payable Company does not comply with this Article II with respect to the Warrants or the Warrant Shares filing and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control effectiveness of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Priceregistration statement referred to herein.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), but subject to the limitation set forth in the last sentence of this Section 2(f), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s holder's Registrable Securities included in such Registration Statement on each of the following dates: (i) the initial day of a Filing Failure; (ii) the initial day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure; , and (ivB) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such holder's Registrable Securities on each of the following dates: (i) on every the thirtieth day after the day of a Filing Failure and on every successive 30th day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on every the thirtieth day after the day of an Effectiveness Failure and on every successive 30th day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiii) on every the thirtieth day after the initial day of a Maintenance Failure and on every successive 30th day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In Notwithstanding the event the Company fails to make Registration Delay Payments in a timely mannerother provisions of this Section 2(f), such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount Company be liable for damages in excess of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 108% of the aggregate Purchase Pricepurchase price paid by the holders of Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Natural Gas Systems Inc/New)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) 1.0% of such holder’s Pro Rata Interest in the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (ix) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Filing Failure is cured; (vy) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viz) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 10.3 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 10.3 exceed 6% of a holder’s Pro Rata Interest in the Aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Arrowhead Pharmaceuticals, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase product of (x) Market Price (as such term is defined in the Securities Purchase AgreementWarrant) of such Investor’s Registrable Securities included in such Registration Statement and (y) the number of such Investor’s Registrable Securities included in such Registration Statement, on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Syntax-Brillian Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ix) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “"Effectiveness Failure”") or (iiy) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”) "), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every the thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. No liquidated damages shall accrue as to any Cutback Shares. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Vallon Pharmaceuticals, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to the terms of this Agreement Annex A is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective six month anniversary of the Initial Closing of the Offering (the "Effectiveness Deadline (an “Effectiveness Failure”Deadline") or (ii) on any day after the Effective Date Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages sole remedy to any holder Holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Stock, (which remedy shall not be exclusive x) the Conversion Price of any other remedies available at law or in equity), the Company shall pay to each holder of Preferred Shares that then constitute Registrable Securities relating to shall be reduced by 5% for each aggregate 30-day period (or pro rated amounts thereof for partial 30-day periods) that (i) the Registration Statement is not declared effective by the SEC following the Effectiveness Deadline and (ii) after the Registration Statement is declared effective by the SEC, such Registration Statement an amount in cash equal to one and one-half percent (1.5%) is not available for the sale of at least all of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities required to be included in such Registration Statement on each Statement, and (y) the number of Conversion Shares that then constitute Registrable Securities shall be increased to a number determined by multiplying the number of such Conversion Shares issuable upon conversion of the following dates: Preferred Shares immediately prior to the applicable Conversion Price reduction hereunder by a fraction, the numerator of which shall be the Conversion Price per share in effect prior to the applicable Conversion Price reduction hereunder and the denominator of which shall be the applicable Conversion Price as so reduced. The foregoing penalties shall not be triggered during any period of time (i) when the day Placement Agent and the holders of the Series D 8% Convertible Preferred Stock of the Company have the right to designate persons that constitute a Filing Failure; majority of the board of directors of the Company, (ii) during a Delay Period (as hereinafter defined) and the day of an Effectiveness Failure; seven days following a Delay Period or (iiiii) when the initial day of a Maintenance Failure; Holder is otherwise able to sell its securities under Rule 144 (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricesuch saleable securities).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half quarter of one percent (1.50.25%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 102.25% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Initial Filing Deadline or Additional Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (ii) on any day for five (5) consecutive calendar days after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing or trading of the Common StockShares on an Eligible Market (as defined in the Note) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: an amount in cash equal to one and one-half percent (1.51%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities required to be included in such Registration Statement Statement, but not so included, on each of the following dates: (i) the day of a Filing Failure; , (ii) the day of an Effectiveness Failure; Failure and (iii) the initial day of a Maintenance Failure; (iv) on every the thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half three percent (1.53%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Elephant Talk Communications Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the respective Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, subject to 3(a) below, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), (A) the Company shall pay to each holder Investor of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure; and (ivB) the Company shall pay to each Investor relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement on each of the following dates: (i) on every the thirtieth day after the day date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiii) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Flagship Global Health, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (a) If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the shares of Common Stock) (a “"Maintenance Failure”") then, as partial relief for the liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be the exclusive of any other remedies economic remedy available at law or in equitywith respect to Filing Failures, Effectiveness Failures and Maintenance Failures), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. If all of the Cutback Shares, if any, have not been registered on a Registration Statement which has been declared effective by the SEC on or before the one hundred fifty (150) day anniversary of the Closing Date (a "Cutback Failure") then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Cutback Shares (which remedy shall be the exclusive economic remedy available with respect to Cutback Failures), the Company shall pay to each holder of Cutback Shares relating to such Registration Statement an amount equal to one quarter of a percent (0.25%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Cutback Shares included in such Registration Statement on the day of a Cutback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Cutback Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure, Cutback Failure or the initial day of Maintenance Failure, as applicable, and thereafter on the earlier of (I) on the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The date such Registration Delay Payments are due shall be referred to herein as a "Registration Delay Payments Payment Date." In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 1024% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Solar Enertech Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 10.2, if either: (ia) a Registration Statement covering (subject to any adjustment provided for in Section 10.2) all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r)ii) if the Registration Statement is on Form F-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 20-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure”) then), as partial relief for then the Company will be liable to pay damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock Purchaser representing the actual (and not indirect or consequential) net loss incurred by the Purchaser established in a Court of law (after all appeal or review rights have been exhausted or have expired or by such other dispute resolution process or determination process as the parties may agree in writing) a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) consequence of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an , Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a or Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) ”); provided that no Registration Delay Payments shall be due payable for any period or event following the termination of the Reporting Period, and payable with respect to the Warrants or the Warrant Shares and (ii) provided further that in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10accruing under this Section 10.3 exceed 1% of the aggregate Aggregate Purchase Price. This Section 10.3 will apply to the timing of issuing a First Further Registration Statement, a Second Further Registration Statement or an F-1 Registration Statement under Section 10.2 with necessary adaptations to the definitions or calculation of the Filing Deadline, Effectiveness Deadline, Effectiveness Date and Allowable Grace Period required in each instance by the circumstances including any period being calculated from the respective dates of the final disposal of all the Securities to which a preceding registration applied or such other date as the parties agree in writing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Life Biosciences LLC)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the a listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(q)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, effective or a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the date such Filing Failure is cured and the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of the date such Effectiveness Failure is cured and the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v) on every thirtieth day after the day earlier of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until date such Maintenance Failure is curedcured and the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 0000 Xxx. The payments to which a holder shall be entitled pursuant to this Section 2(f2(c) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above and thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred, (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is curedcured and (III) the date all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in fullfull but in no event in excess of the maximum amount of interest permissible under applicable law. Notwithstanding anything herein or to the contrary, in no event shall the Securities Registration Delay Payments exceed twelve percent (12.0%) of the aggregate Purchase Agreement Price for all Investors (the “Registration Delay Payments Cap”). Any amount in excess of the Registration Delay Payments Cap (the “Excess Registration Delay Payments”) shall cause the Conversion Price of the Investor’s Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the contrary (i) contained herein, no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount any Registrable Securities excluded from a Registration Statement by election of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Pricean Investor.
Appears in 1 contract
Samples: Registration Rights Agreement (Applied Dna Sciences Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (i) If (iA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ax) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (By) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iiB) on any day after the an Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock Conversion Shares or to maintain the listing of the Common StockShares) (a “Maintenance Failure”) then, as partial relief for the liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Conversion Shares covered thereby (which remedy shall not be the exclusive of any other remedies economic remedy available at law or in equitywith respect to Filing Failures, Effectiveness Failures and Maintenance Failures), the Company shall pay to each holder of Registrable Securities relating to covered by such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Aggregate Purchase Price (as such term is defined in the Securities Note Purchase AgreementAgreements) of such InvestorPurchaser’s Registrable Securities included in such Registration Statement on each of the following dates: (iI) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vII) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viIII) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is cured. If all of the Holdback Shares, if any, have not been registered on an Additional Registration Statement which has been declared effective by the SEC on or before one hundred and fifty (150) days after the Additional Filing Date (a “Holdback Failure”) then, as liquidated damages and not as a penalty to any holder by reason of any such delay in or reduction of its ability to sell any Holdback Shares (which remedy shall be the exclusive economic remedy available with respect to Holdback Failures), the Company shall pay to each holder of Holdback Shares relating to such Registration Statement an amount equal to one half of a percent (0.5%) of the Aggregate Purchase Price (as such term is defined in the Note Purchase Agreements) of such Purchaser’s Holdback Shares not included in such Additional Registration Statement on the day of a Holdback Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Holdback Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Each date a Registration Delay Payments Payment is due shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise referred to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in herein as a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.“
Appears in 1 contract
Samples: Convertible Notes Registration Rights Agreement (Storm Cat Energy CORP)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Resale Registration Shelf when declared effective fails to register the Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline applicable filing deadline provided herein (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective applicable Effectiveness Deadline Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by a Principal Market, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock Shares or a failure to maintain the listing of the Common StockShares, but excluding a deferral or suspension permitted by Section 2.1(e) hereof) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Share (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) purchase price of such Investor’s Registrable Securities then included or required to be included in such Registration Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iiiiv) the initial day of a Maintenance Failure; (ivv) on every the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured, (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vvii) on every the thirtieth day after the day date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viviii) on every the thirtieth day after the initial day date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Maintenance Failure and/or Filing Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple failure, 1.0% shall be due, however 1.0% shall not be due “per failure” if the failures are simultaneous and for so long as such failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no contained herein, Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (iii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceednot, in the aggregate, 10% exceed seven percent (7.0%) of the aggregate Purchase Pricepurchase price of the Registrable Securities, (ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 under the Securities Act without any restrictions or limitations and (iii) cease to accrue upon ceasing to be Registrable Securities pursuant to Sections 2.8.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before date sixty (60) days after the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iiiii) the initial day of a Maintenance Failure; and (ivB) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on every thirtieth day after each of the day of a Filing Failure and thereafter following dates: (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vi) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby (exclusive of any Registrable Securities that an Investor has opted to exclude from a Registration Statement) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price Subscription Amount (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, ten percent (10% %) of the aggregate Purchase PriceSubscription Amount of the Common Stock.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure subject to any limitation imposed by the SEC), (ii) on any day after the Effective Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(p)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”), or (iii) after the expiration of the Registration Period (as defined below), but prior to such time as the Buyers shall no longer hold any Registrable Securities, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such that it is not in compliance with Rule 144(c)(1) (a “Current Public Information Default”) as a result of which any of the Buyers are unable to sell all Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate purchase price paid by such Buyer pursuant to the Purchase Price Agreement for any unregistrered Registrable Securities then held by such Buyer, (as such term is defined in 1) on the Securities Purchase Agreement) date of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an , Effectiveness Failure; , Maintenance Failure or Current Public Information Default, as applicable, and (iii) the initial day of a Maintenance Failure; (iv2) on every thirtieth thirty (30) day after the day anniversary of (I) a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vII) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viIII) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of (i) the date such Current Public Information Default is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for the number of days during periods totaling less than thirty (30) days). The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, in no event shall (I) the aggregate of all Registration Delay Payments exceed $[_____]1. Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the fifth (5th) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated pro rated for the number of days during partial months) until paid in full. Notwithstanding anything herein or contained in this Agreement, the Securities Purchase Agreement to the contrary (i) no Company will not be liable for Registration Delay Payments shall be for any delay in registration of the Registrable Securities in the event that such delay is due and payable with respect to any comment from the Warrants or SEC that limits the Warrant Shares and (ii) in no event shall the aggregate amount of Registrable Securities that may be included in any Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceStatement.
Appears in 1 contract
Samples: Registration Rights Agreement (City Language Exchange Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement when declared effective fails to register all of the Registrable Securities required or requested to be included therein, other than by reason of Section 2.1(b), (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective applicable Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the applicable Effective Date Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace a Blackout Period (as defined in Section 3(r2.8)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Investor which holds Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro pro-rated for periods totaling less than thirty (30) days) after a Filing Failure until such Filing Failure is cured; (v) on every thirtieth (30th) day after the day of an Effectiveness Failure and thereafter (pro pro-rated for periods totaling less than thirty (30) days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (vi) on every thirtieth (30th) day after the initial day of a Maintenance Failure and thereafter (pro pro-rated for periods totaling less than thirty (30) days) after the initial day after a Maintenance Failure until such Maintenance Failure is cured. The Company shall also pay the reasonable fees of Legal Counsel to enforce the provisions hereof. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(f2.7(c) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, Registration Delay Payments shall will not be paid on payable to an Investor to the earlier of (I) extent the dates set forth above and (II) the third Business Day after the event Filing Failure, Effectiveness Failure or failure Maintenance Failure giving rise to the Company’s requirement to make a Registration Delay Payments Payment is curedsolely as a result of incomplete or incorrect information submitted to the Company by such Investor. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due paid on the day of the Filing Failure, Effectiveness Failure and payable with respect the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth (30th) day after the event or failure giving rise to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments has occurred and (other than II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Priceis cured.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(n)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effectiveeffective for a period of two (2) years after the Effective Date, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares Shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Aggregate Purchase Price (as such term is defined in the Securities Purchase Subscription Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(b) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Advanced Photonix Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the applicable Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase product of (a) the number of Registrable Securities included in such Registration Statement and (b) the greater of (I) the arithmetic average of the Weighted Average Price (as defined in the Notes) of the Common Stock during the twenty (20) consecutive Trading Day (as defined in the Notes) period immediately preceding such Payment Date (as defined below), and (II) the Conversion Price (as such term is defined in the Securities Purchase AgreementNotes) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until such Maintenance Failure is curedcured (each of the foregoing, a “Payment Date”); provided, however, that in the case of an Effectiveness Failure relating to the failure of the Initial Registration Statement to be declared effective by the SEC on or prior to the Initial Effectiveness Deadline where the Initial Registration Statement is subject to a full review by the SEC, then the Registration Delay Payments (as defined below) relating to such failure shall be deemed to have occurred and begun accruing on the date that is one-hundred and forty (140) calendar days following the Closing Date). For the avoidance of doubt, if any Filing Deadline or Effectiveness Deadline falls on a date that is not a Business Day, then such Filing or Effectiveness Deadline shall be the next Business Day. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or to the contrary, in no event shall the aggregate of all Registration Delay Payments for all holders of Registrable Securities exceed twelve and one-half percent (12.5%) of the aggregate Purchase Agreement Price for all Investors (the “Registration Delay Payments Cap”). All Registration Delay Payments shall be made to the Investors in proportion to the respective amounts of each Investor’s Registrable Securities on the date such payment becomes due. With respect to each Investor that is subject to the Registration Delay Payments Cap, any amount in excess of the Registration Delay Payments Cap (the “Excess Registration Delay Payments”) shall cause the Conversion Price of that Investor’s Notes to be lowered by an amount equal to the quotient of the amount of that Investor’s Excess Registration Delay Payments divided by the then outstanding amount of that Investor’s Notes. Notwithstanding anything to the contrary (i) contained herein, no Registration Delay Payments shall be due and payable (i) with respect to the Warrants any Registrable Securities excluded from a Registration Statement by election of an Investor or the Warrant Shares and (ii) in no event shall to the aggregate amount of extent such Effectiveness Failure or Filing Failure for which such Registration Delay Payments (other than are due is caused by the Company’s inability to file a Registration Delay Payments payable pursuant Statement or have a Registration Statement declared effective, as applicable, due to events that are within comments from the SEC relating to the number of shares being registered on such Registration Statement or the Investors being deemed affiliates or control persons of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceCompany under Rule 415.
Appears in 1 contract
Samples: Registration Rights Agreement (Wentworth Energy, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after such Registration Statement has been declared effective by the Effective Date SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(n)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”Ordinary Shares) then, as partial sole and exclusive relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Ordinary Shares, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount amount, fifty percent of which shall be payable in cash and fifty percent of which shall be payable in unregistered Ordinary Shares, as liquidated damages and not as a penalty, equal to 1.5% (one and one-a half percent (1.5%percent) per calendar month or a proportionate amount for a partial month of the aggregate Purchase Price (as such term is defined purchase price paid by the Investor for the Ordinary Shares. The amount payable in the Securities Purchase Agreement) Ordinary Shares shall be based on a per share price of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured$0.50. The payments to which a holder shall be entitled pursuant to this Section 2(f2(e) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. The maximum Registration Delay Payments payable hereunder shall be $187,500 and 375,000 Ordinary Shares, to be issued by the Company for no additional consideration pro rata among the Investors based on the number of Registrable Securities held by each Investor. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest payable in cash only at the rate of one and one-half percent (1.5%) % per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in The Company undertakes to include the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Ordinary Shares and (ii) in no event shall the aggregate amount on behalf of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% first available registration statement filing that the Company undertakes subsequent to the occurrence of the aggregate Purchase Pricea registration delay hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Commtouch Software LTD)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and (A) one-half of a percent (1.50.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) principal amount of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; Failure and (ivB) one percent (1.0%) of the aggregate principal amount on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) filed with the SEC but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares Shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash cash, without duplication, equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (viiii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. Payments under this Section 2(f) are not cumulative, and any payment in respect of a Filing Failure, an Effectiveness Failure, or a Maintenance Failure, as the case may be, shall preclude any other such payment. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contrary, (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of the Notes.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market (as defined in the Warrantholder Rights Agreement), a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other monetary remedies available at law or in equityavailable, excluding laws of specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Warrantholder Rights Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided that at no time shall the Company be required to make payments pursuant to the terms hereof in excess of one percent (1.0%). The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Monaco Coach Corp /De/)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (Ai) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (iib) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period each of clauses (as defined in Section 3(ra) and (b)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Registration Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash per month equal to one and one-half (A) two percent (1.52%) of the aggregate Purchase Price face amount of the securities being requested to be registered multiplied by (as B) the number of Registrable Securities being requested to be registered or, if registered, remaining to be sold; provided, that after the first ninety (90) days of a Registration Failure, the amount of such term is defined in the Securities Purchase Agreementdamages shall increase by an additional amount per month (and compound monthly) equal to (A) two percent (2%) of such Investor’s the face amount of the securities being requested to be registered multiplied by (B) the number of Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedbeing requested to be registered or, if registered, remaining to be sold. The payments to which a holder shall be entitled pursuant to this Section 2(f) 3.5 are referred to herein as “Registration Delay Payments.” ”. In the event that the Registration Failure is due solely to the SEC applying Rule 415 under the Securities Act (or any successor rule) to prevent any part of the Registrable Securities from being included in a Registration Statement, the Registration Delay Payments shall be waived solely as to the portion of such Registrable Securities that are not permitted to be registered by the SEC pursuant to Rule 415, and such waiver shall last only for the period during which the SEC prevents registration solely pursuant to Rule 415. Registration Delay Payments shall be paid on the earlier of (Ii) the dates set forth above and last day of the calendar month during which such Registration Delay Payments are incurred or (IIii) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no The Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) any one Registration Failure shall in no event shall exceed an amount equal twenty percent (20%) of the aggregate face amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant the securities being requested to events that are within be registered multiplied by the control number of the Company) exceedRegistrable Securities being requested to be registered or, in the aggregateif registered, 10% of the aggregate Purchase Priceremaining to be sold.
Appears in 1 contract
Samples: Registration Rights Agreement (Center for Wound Healing, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 4(a), if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after a Filing Failure until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided, however, that in no event shall the Company be liable for more than two percent (2%) of penalties during any thirty (30) day period or for multiple events during any thirty (30) day period. The payments to which a holder shall be entitled pursuant to this Section 2(f2(d) are referred to herein as “Registration Delay Payments.” ”. Registration Delay Payments shall accrue on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter shall accrue and be paid on the earlier of (I) the dates set forth above thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) contrary, in no event shall the aggregate amount of Registration Delay Payments exceed forty-eight percent (other than Registration Delay Payments payable pursuant to events that are within the control of the Company48%) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice for all Investors (the “Registration Delay Payments Cap”). Any amount in excess of the Registration Delay Payments Cap (the “Excess Registration Delay Payments”) shall cause the Conversion Price of the Investor’s Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor’s Notes. Notwithstanding anything to the contrary contained herein, in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Natural Nutrition Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date an during the Registration Period sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares Shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares Shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; and (vii) the initial day of a Maintenance Failure and on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Effectiveness Maintenance Failure is cured; . If there shall have occurred an Effectiveness Failure, then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Amount of such Investor's Registrable Securities included in such Registration Statement on the day of an Effectiveness Failure and (vi) on every the thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) after the Effectiveness Failure, and if such Effectiveness Failure continues beyond such thirtieth day, one and one-quarter percent (1.25%) of the aggregate Purchase Amount of such Investors' Registrable Securities relating to such Registration Statement on the sixtieth day (pro rated for the number of days after the thirtieth day and up to and including the sixtieth day after the Effectiveness Failure) and if such Effectiveness Failure continues beyond such sixtieth day after the Effectiveness Failure, one and one-half percent (1.5%) of the aggregate Purchase Amount of such Investors' Registrable Securities relating to such Registration Statement on the ninetieth day (pro rated from periods totaling less than thirty days after the sixtieth day after the Effectiveness Failure) after the Effectiveness Deadline and for every thirtieth day thereafter until such Maintenance Effectiveness Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Composite Technology Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective 45th day after the Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made for more than five (5) Business Days (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of an Effectiveness FailureFailure and on every thirtieth day (pro rated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day of a Maintenance Failure; (iv) Failure and on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” " Notwithstanding the foregoing, no Investor shall be entitled to a Registration Delay Payment if the Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, for which such Registration Delay Payments would otherwise be payable are the result of the failure of (A) such Investor to provide the Company with information reasonably requested by the Company and necessary to complete, amend or supplement the Registration Statement or (B) Legal Counsel to timely deliver any comments or objections to the Registration Statement to the Company in accordance with Section 3(c). Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.51.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Registration Rights Agreement (Millennium Cell Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half two percent (1.52.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) purchase price of such Investor’s 's Registrable Securities Securities, payable fifty percent (50%) in cash and fifty percent (50%) in Common Stock, whether or not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f2(g) are referred to herein as “"Registration Delay Payments.” ". Notwithstanding the foregoing, no Registration Delay Payments shall accrue after 180 days from the Closing Date. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement The number of shares of Common Stock issuable to the contrary Buyers as the Common Stock portion of any Registration Delay Payments shall be equal to the quotient determined by dividing the cash portion of such Registration Delay Payments by ninety percent (i90%) of the arithmetic average of the Weighted Average Prices of the Common Stock for the five (5) Trading Days immediately preceding the date that the applicable Registration Delay Payment is actually accrued. Notwithstanding the foregoing, no Registration Delay Payments shall be due pursuant to this Section 2(g) as a result of and payable solely to the extent of an Effectiveness Failure (i) caused solely by the application of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415 if the Initial Registrable Securities exceeds one-third of the Company’s public float, or (ii) with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount any Investor, caused solely by such Investor's exercise of Registration Delay Payments (other than Registration Delay Payments payable its rights pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase PriceSection 3(h).
Appears in 1 contract
Samples: Registration Rights Agreement (Gulf Resources, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) but not declared effective by the SEC on or before the respective Effectiveness Deadline (an “"Effectiveness Failure”") or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) and such inability to make such sales continues for a period of ten (10) consecutive Trading Days or for more than an aggregate of twenty (20) days in any 365-day period (excluding days during an Allowable Grace Period) (any such period of inability to sell, a “"Maintenance Failure”") then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price Failure Rate (as such term is defined in the Securities Purchase Agreementbelow) of such Investor’s Registrable Securities included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Filing Effectiveness Failure is cured; and (vii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The Company shall also pay the reasonable fees of Legal Counsel to enforce the provisions hereof. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “"Registration Delay Payments.” " Notwithstanding the foregoing, the maximum amount of Registration Delay Payments payable hereunder as a result of the Failure Rate shall be 18% of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities included in such Registration Statement. Registration Delay Payments shall be paid on the day of the Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary The "Failure Rate" means (i) no Registration Delay Payments shall be due and payable with respect to an Effectiveness Failure, an amount in cash equal to (x) 0.167% per month of the Warrants aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Statement or (y) if an Effectiveness Failure continues on for a period of time that is more than 180 days after the Warrant Shares Effectiveness Deadline, then the Failure Rate shall increase to 0.33% and (ii) with respect to a Maintenance Failure, an amount in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant cash equal to events that are within the control of the Company) exceed, in the aggregate, 100.33% per month of the aggregate Purchase PricePrice (prorated for partial months).
Appears in 1 contract
Samples: Registration Rights Agreement (Interpharm Holdings Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 1(b) of this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ); or (ii) on for more than thirty days in any day after one calendar year during the Effective Date sales of all of the applicable Effectiveness Period, Registrable Securities required to be included on such that have previously been covered by an effective Registration Statement cannot be made (other than during are no longer covered by an Allowable Grace Period (as defined in Section 3(r)) pursuant to such effective Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”, and a Filing Failure, Effectiveness Failure and Maintenance Failure each being referred to herein as a “Failure”) then, as partial relief for in lieu of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty such Registrable Securities (which remedy payments shall not be the exclusive of any other remedies available at law under this Agreement or in equityunder applicable law), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Lender an amount in cash equal to one and one-half percent (1.5%) 0.75% of the aggregate Purchase Price (as such term is defined in original Loan represented by the Securities Purchase Agreement) of such Investor’s Registrable Securities included in such Registration Statement on each of or, in the following dates: (i) the day case of a Filing Failure; , the Registrable Securities required by this Agreement to be included in such Registration Statement, (i) within five (5) Trading Days of a Failure and (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day monthly anniversary of such Failure (in each case, on a Filing Failure and thereafter (pro rated rata basis for periods totaling less than thirty 30 days) until such Filing Failure is cured; (v) on every thirtieth day after cured or the day end of an the Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure Period, whichever is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is curedearlier. The payments to which a holder Lender shall be entitled pursuant to this Section 2(f1(d) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event If the Company fails to make Registration Delay Payments in a timely mannerwithin five (5) Business Days after the date payable, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) 18% per month (prorated for partial months) annum until paid in full. Notwithstanding anything to the contrary herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) Loan Agreement, in no event shall the aggregate amount of Company be liable in any 30-day period, for Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control in excess of the Company) exceed, in the aggregate, 100.75% of the aggregate Purchase Priceoriginal Loan represented by the Registrable Securities included in a Registration Statement that is the subject of a Failure.
Appears in 1 contract
Samples: Registration Rights Agreement (Clean Energy Fuels Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, or to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities not included in such Registration Statement Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-one half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to foregoing, the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the maximum aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Companyan Investor under this Agreement shall be six percent (6%) exceed, in the aggregate, 10% of the aggregate Purchase PricePrice of such Investor’s Registrable Securities.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to Section 5.2, if either: (ia) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the respective Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) ), or (iib) on any day during the Reporting Period and after the Effective Date Effectiveness Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period or (as defined in Section 3(r)B) if the Registration Statement is on Form S-1 and the Company is ineligible to forward incorporate by reference, for a period of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, Statement or to register a sufficient number of shares of Common Stock or to maintain the listing of the Common StockRegistrable Securities) (a “Maintenance Failure”) ), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock and not as a penalty (which remedy shall not be exclusive of any other remedies available at law or in equity)Registrable Securities, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.51.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investorholder’s Registrable Securities included in such Registration Statement Pro Rata Interest on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii1) the initial day of a Maintenance Failure; (iv) Filing Failure and on every thirtieth (30th) day after the day of a Filing Failure and thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (v2) on every thirtieth day after the initial day of an Effectiveness Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (vi3) on every thirtieth day after the initial day of a Maintenance Failure and thereafter on every thirtieth (pro rated 30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) 5.3 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further that in no event shall the aggregate Registration Delay Payments accruing under this Section 5.3 exceed six percent (6%) of a holder’s Pro Rata Interest (i.e., corresponding to a total delay of six (6) months); and provided further, that if the Commission is operating with a limited number of Staff members as a result of any partial or full government shutdown (either a “Shutdown”), the number of days that elapse during such Shutdown shall not be included in the computation of any time periods set forth in Section 5.2 or this Section 5.3 of this Agreement. The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary (i) no Registration Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of Registration Delay Payments (other than Registration Delay Payments payable pursuant to events that are within the control of the Company) exceed, in the aggregate, 10% of the aggregate Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cocrystal Pharma, Inc.)
