Registration Default Sample Clauses

Registration Default. If (A) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (B) after the Registration Statement has been declared effective by the Commission and during a period in which an Allowed Delay (as hereinafter defined) is not in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), or (C) an amendment to the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of paragraph 4(k) below is not filed on or before the date required by such paragraph (each of (A), (B) and (C) being referred to herein as a "Registration Default"), and such Registration Default, (i) in the case of a Registration Default described in clause (A), occurs or is continuing after seven (7) business days following delivery of a written notice of the Registration Deadline by Investor at any time after the date that is thirty (30) days prior to the Registration Deadline, or (ii) in the case of a Registration Default described in clause (B), or clause (C), continues for seven (7) business days following delivery of a written notice of such default by the Investor to the Company, the Company shall make payments to each Holder equal to one and one-half percent (1.5%) of the aggregate amount of principal and interest outstanding on the Debentures then held by such Holder for each thirty (30) day period in which a Registration Default occurs (prorated for any period of less than thirty days). Each such payment shall be made within five (5) Business Days following the last day of the calendar month in which a Registration Default occurs. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Securities Purchase Agreement, or otherwise.
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Registration Default. The occurrence of a Non- Registration Event as described in Section 10.4 of the Subscription Agreement except that with respect to a Non-Registration Event in connection with the required declared effectiveness of the Registration Statement (as defined in the Subscription Agreement) on or before the Effective Date (as defined in the Subscription Agreement) such Non- Registration Event must be continuing on or occur after a date which is one-hundred and twenty (120) days after the Closing Date (as defined in the Subscription Agreement).
Registration Default. The occurrence of a Non-Registration Event as described in Section 10.4 of the Subscription Agreement.
Registration Default. See Section 4(a) hereof.
Registration Default. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a), is not (i) filed with the Commission within 120 days after the Closing Date or (ii) declared effective by the Commission within 270 days after the Closing Date or, if the proviso in Section 2(a) shall be applicable, 330 days after the Closing Date (either of which, as applicable, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 1% (the "Liquidated Damage Rate") of the Stated Value (as defined in the Certificate of Designation) of the outstanding Preferred Shares (as defined in the Securities Exchange Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Registration Statement is not declared effective by the Commission within 270 days after the Initial Date set forth in clause (ii) above, or, if the proviso in Section 2(a) is applicable, 330 days after the Initial Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 2%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 60 day period after the 270th day after the Initial Date set forth in clause (ii) above or, if the proviso in Section 2(a) is applicable, 330 days after the Initial Date set forth in clause (ii) above, that the Registration Statement is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.
Registration Default. The occurrence of a Non-Registration Event as described in Section 9.4 of the Purchase Agreement.
Registration Default. See Section 4(a).
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Registration Default. The occurrence of a Registration Default as described in Section 10.4 of the Subscription Agreement.
Registration Default. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) is not (i) filed with the Commission by the Filing Deadline, or (ii) declared effective by the Commission by the Effectiveness Deadline (each of the Filing Deadline and Effectiveness Deadline, an “Initial Date”), then the Company shall make the payments to the Holders of the Registrable Securities as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement, and such amount shall be equal to 2.5% (the “Liquidated Damage Rate”) of the Purchase Price (as defined in the Subscription Agreement) for the period from the Initial Date to the first Computation Date, and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the “Periodic Amount”). The full Periodic Amount shall be paid by the Company to the Holders, pro rata, by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth above.
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information), or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) below, is not filed on or before the date required by such section (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best intere...
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