Penalty Shares. Upon execution of this Agreement, the Company agrees to deliver 171 shares of Series A Preferred Stock to the Holders in payment for penalties owed to such Holders. The Holders hereby agree to waive all penalties owed by the Company to such Holders pursuant to previously issued Company securities.
Penalty Shares. In consideration of the extension of the maturity date of the Note, the Company hereby agrees to issue the Note Holder 150,000 shares of the Company’s common stock.
Penalty Shares. The issuance of shares of the Company's common stock for each month that the principal amount and accrued and unpaid interest due and payable under the Notes shall be terminated as of the date hereof, but effective retroactively to December 31, 2001.
Penalty Shares. In the event that either (a) the New Shares are not issued and delivered to Vellar by the Delivery Deadline or (b) the Registration Statement is not effective by the Registration Deadline, then the Company shall, within three Business Days thereafter, issue and deliver to Vellar 300,000 Shares (the “Penalty Shares”) in the manner set forth in Section 1.4. For the avoidance of doubt, the Company shall only be required to issue and deliver Penalty Shares to Xxxxxx on the first to occur of the events set forth in the previous sentence and shall in no case be required to issue Penalty Shares on more than one occasion.
Penalty Shares. See Section 3.
Penalty Shares. In the event the Company fails to have a Registration Statement covering the Registrable Securities deemed effective by the SEC within 135 days from the Offering Completion Date, the Company will issue to holders of the Registrable Securities certain additional shares of restricted common stock of the Company in an amount equal to 1.5% of the number of shares purchased by such holder for each thirty day period thereafter, until the registration statement is deemed effective (the "Penalty Shares"), up to a maximum of eight (8) such thirty day periods.
Penalty Shares. If all certificates representing the Restricted Shares issued as set forth in section 2(A) are not received by PRP by June 15, 2004, and all certificates representing the S-8 Shares issued as set forth in section 2(B) are not received by PRP and the Escrow Agent by July 1, 2004, then penalty shares shall accrue at the rate of 36% per annum in the case of Restricted Shares, and 72% per annum in the case of S-8 Shares, and in each case rounding any fractional share up to a whole share, until the share certificates are properly issued, delivered and received (the "Penalty Shares"). For example, if the certificates representing the Restricted Shares are not received by PRP until June 30, then ATI shall promptly issue an additional stock certificate representing 7,397 shares (500,000 shares x 36% x 15 days / 365 days). As a further example, if the certificates representing the S-8 Shares are not received by PRP and the Escrow Agent until August 10, 2004, then ATI shall promptly issue an additional stock certificate representing 141,534 shares (1,750,000 x 72% x 41 days / 365 days). Stock certificates representing Penalty Shares shall be due immediately on accrual and shall be promptly delivered to PRP. Penalty Shares arising from a late delivery of certificates representing the Restricted Shares and S-8 Shares shall be payable in shares of unregistered common stock of ATI, bearing the restrictive legend set forth in Section 2(A), issued to Xxxxxxxxxx & Xxxxx LLP.
Penalty Shares. (a) In the event that that Corporation has not consummated one of the Required Transactions on or before the Public Trigger Date, the Corporation shall issue to each holder of Registrable Securities, such number of additional Series A Preferred Shares as shall equal 2% of the Series A Preferred Shares held by such holder (not including any previously issued Penalty Shares), plus such number of additional shares of Common Stock as shall equal 2% of the shares of Common Stock held by such holder (not including any previously issued Penalty Shares or shares of Common Stock issuable upon conversion of Series A Preferred Stock, but including Fee Securities and shares of Common Stock previously issued upon conversion of Series A Shares) for each thirty (30) day period beyond the Public Trigger Date that a Required Transaction has not been consummated; provided, however, that, in the event that effectiveness of any registration statement is delayed due to Commission comments on the filed registration statement, the Public Trigger Date shall be extended (only once) for an additional forty-five (45) days, so long as the Corporation is in good faith responding to such comments in a timely manner and such comments do not preclude the Corporation from going effective on such registration statement entirely.
Penalty Shares. If the Company generates less than $2,000,000 of the earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the 12-month period ending 12 months after closing, then the Company shall issue penalty shares (“Penalty Shares”) to the Purchasers on a pro-rata basis based on their respective principal amount of Notes, coupled with attendant registration rights, as follows: [$2MM – Actual EBITDA] x [# shares underlying Notes] $2MM
Penalty Shares. Promptly following the execution of this Agreement but in no event more than five (5) Business Days after the date hereof, the Company will deliver to the Purchaser a stock certificate evidencing a number of shares of Common Stock having an aggregate Market Value of not less than $1,125,000 (the “Penalty Shares”), which number, as of the date hereof, is not less than 7,500,000 shares of Common Stock, together with a stock transfer power executed in blank by the Company. In the event there occurs any Event of Default (as defined in the Note), the Penalty Shares shall be transferred, conveyed and assigned to the Purchaser and good, valid and unencumbered title to the Penalty Shares shall vest in the Purchaser. The Company shall then, at its expense, obtain and deliver to the Purchaser a legal opinion from legal counsel reasonably acceptable to the Purchaser confirming that (i) if the S-1 is then effective, the Penalty Shares are registered under the Securities Act and may be sold upon compliance with the prospectus delivery requirements of the Securities Act and (ii) any legends upon the stock certificates evidencing the Penalty Shares may be removed upon a sale by the holder in compliance with such prospectus delivery requirements. Upon the Purchaser’s request, the Company will instruct the Company’s transfer agent to re-issue in the Purchaser’s name the stock certificate evidencing the Penalty Shares. Notwithstanding any other provision of this Agreement or the Note, any transfer, assignment and conveyance of the Penalty Shares to the Purchaser shall not reduce the indebtedness of the Company under the Note or in any other respect affect the Purchaser’s rights or remedies under the Note or this Agreement.
