Failure to Timely Deliver; Buy-In Sample Clauses
The "Failure to Timely Deliver; Buy-In" clause establishes the consequences and procedures if a party fails to deliver goods, securities, or services by the agreed deadline. Typically, this clause allows the non-breaching party to purchase the undelivered items from a third party (a process known as a "buy-in") and recover any additional costs incurred from the defaulting party. Its core function is to ensure timely performance and provide a clear remedy for delays, thereby protecting the non-breaching party from losses due to late delivery.
Failure to Timely Deliver; Buy-In. If the Company fails to fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of such Buyer or such Buyer’s designee with DTC for such number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and end...
Failure to Timely Deliver; Buy-In. If the Company fails to issue and credit the balance account of such Buyer’s or Buyer’s nominee with DTC for such number of Securities so delivered to the Company by the Required Delivery Date, then, in addition to all other remedies available to such Buyer, at the sole discretion of such Buyer, the Company shall:
(i) pay in cash to such Buyer on each Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 1% of the product of (A) the number of shares of Common Stock not so delivered or credited (as the case may be) to such Buyer or Buyer’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date; or
(ii) if on or after the Required Delivery Date, such Buyer (or any other Person in respect, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock (the “Replacement Shares”) equal to all or any portion of the number of shares of Common Stock, that such Buyer so anticipated receiving from the Company without any restrictive legend, then, within one (1) Trading Day after such Buyer’s request and in such Buyer’s sole discretion, either (A) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Replacement Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to so credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (B) promptly honor its obligation to so credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (1) such number of shares of Common Stock that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (2) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Replacement Shares (as the case may be) and ending on t...
Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to such Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any)...
Failure to Timely Deliver; Buy-In. If the Company fails to issue and credit the balance account of such Holder’s or Holder’s nominee with DTC for such number of New Securities so delivered to the Company by the Required Delivery Date, then, in addition to all other remedies available to such Holder, at the sole discretion of such Holder, the Company shall pay in cash to such Holder on each Trading Day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 1% of the product of (A) the number of shares of Common Stock not so delivered or credited (as the case may be) to such Holder or Holder’s nominee multiplied by (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Required Delivery Date.
Failure to Timely Deliver; Buy-In. If Vertex fails to properly deliver certificates without the Securities Act Legend or so properly credit the balance account of Sellers or Seller's nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date Seller purchases (in an open market transaction or otherwise) shares of Vertex Common Stock to deliver in satisfaction of a sale by Seller of shares of Vertex Common Stock that Seller anticipated receiving from Vertex without any restrictive legend, then, in addition to all other remedies available to such Seller, Vertex shall, within five trading days after the Required Delivery Date, promptly honor its obligation to deliver to Seller a certificate or certificates or credit Seller's DTC account representing such number of shares of Vertex Common Stock that would have been issued if Vertex timely complied with its obligations hereunder and pay cash to Seller in an amount equal to the excess (if any) of the Buy-In Price (as defined below) over the product of (A) such number of shares of Vertex Common Stock that Vertex was required to deliver to Seller by the Required Delivery Date times (B) the closing price of the Vertex Common Stock on the trading day immediately preceding the Required
Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Buyer, the Company shall, within three
Failure to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST, a certificate for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as
Failure to Timely Deliver; Buy-In. If the Company fails to fail, for any reason or for no reason, to issue and deliver (or cause to be delivered) to an Investor (or its designee) by the Required Delivery Date (or, solely with respect to an Electronic Share Issuance by DTC, an Electronic Share Issuance that is not keyed into CDS as an "Instant Deposit" or a Certificated Share Issuance, the second (2nd) Trading Day after such Share Delivery Date)(as applicable, each, a "Legend Removal Deadline"), in compliance with Section 5(b) above, such applicable Securities submitted for legend removal by such Investor in the manner specified by Section 5(d) above (each, a "Legend Removal Failure"), then, in addition to all other remedies available to such Investor, the Company shall pay in cash (each, a "Legend Removal Failure Amount") to such Investor for each Trading Day after the Legend Removal Deadline and during such Legend Removal Failure an amount equal to 1% of the product of (A) the sum of the number of Common Shares not issued to such Investor on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Shares selected by such Investor in writing as in effect at any time during the period beginning on the date of the delivery by such Investor to the Company of the applicable Conversion Shares and ending on the applicable Legend Removal Deadline. Such Legend Removal Failure Amount shall be due and payable to such Investor on or before the first (1st) Business Day following the cure of such Legend Removal Failure or voiding of such request for a legend remove of such Conversion Shares. In addition to the foregoing, if a Legend Removal Failure occurs and if on or after such Trading Day such Investor acquires (in an open market transaction or otherwise) corresponding to all or any portion of the number of Common Shares issuable upon such conversion that such Buyer is entitled to receive from the Company and has not received from the Company in connection with such Legend Removal Failure (a "Buy-In"), then the Company shall, in such Investor's discretion, either (i) within three (3) Business Days after the Holder's request, pay cash to such Investor in an amount equal to such Investor's total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the Common Shares so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Investor) (the "Buy-In Pri...
Failure to Timely Deliver; Buy-In. If Vertex fails to properly deliver certificates without the Securities Act Legend or so properly credit the balance account of Sellers or Seller's nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date Seller purchases (in an open market transaction or otherwise) shares of Vertex Common Stock to deliver in satisfaction of a sale by Seller of shares of Vertex Common Stock that Seller anticipated receiving from Vertex without any restrictive legend, then, in addition to all other remedies available to such Seller, Vertex shall, within five trading days after the Required Delivery Date, promptly honor its obligation to deliver to Seller a certificate or certificates or credit Seller's DTC account representing such number of shares of Vertex Common Stock that would have been issued if Vertex timely complied with its obligations hereunder and pay cash to Seller in an amount equal to the excess (if any) of the Buy-In Price (as defined below) over the product of (A) such number of shares of Vertex Common Stock that Vertex was required to deliver to Seller by the Required Delivery Date times (B) the closing price of the Vertex Common Stock on the trading day immediately preceding the Required