Non-Registration Event definition

Non-Registration Event shall have the meaning set forth in Section 5.

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Non-Registration Event has the meaning set forth in Section 2.1(a).

Non-Registration Event shall have the meaning specified in Section 2.5 of the Registration Rights Agreement dated as of the Closing Date among the Lessee, the Guarantor, the Pass Through Trustee and the Lead Initial Purchasers.

Examples of Non-Registration Event in a sentence

• The occurrence of a Non-Registration Event as described in Section 11.4 of the Subscription Agreement.

• The occurrence of a Non-Registration Event as described in Section 10.4 of the Subscription Agreement.

• Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate set forth above.

• Liquidated Damages will not accrue nor be payable pursuant to this Section 11.4 nor will a Non-Registration Event be deemed to have occurred for times during which Registrable Securities are transferable by the holder of Registrable Securities pursuant to Rule 144(k) under the 1933 Act.

• Failure to timely respond to Commission comments is a Non-Registration Event for which Liquidated Damages shall accrue and be payable by the Company to the holders of Registrable Securities at the same rate and amounts set forth above calculated from the date the response was required to have been made.

• The occurrence of a Non-Registration Event as described in the Subscription Agreement.

• It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date.

• The occurrence of a Non-Registration Event as described in Section 9.4 of the Purchase Agreement.

• Failure to file the Registration Statement within thirty (30) days after the first day such Shortfall first exists or failure to cause such registration to become effective within sixty (60) days after such Shortfall first exists shall be a Non-Registration Event.

• In any event, the Expiration Date shall be extended one day for each day during the pendency of a Non-Registration Event.

More Definitions of Non-Registration Event

Non-Registration Event. As used in this Agreement, the term "REQUIRED REGISTRATION STATEMENT" shall mean a registration statement on Form SB-1 or any successor form, or any other form selected by the Company that is available to it under the Securities Act which conforms with all applicable rules and regulations, with respect to all the Registrable Securities beneficially owned by the Purchasers following the final Closing (as such term is defined in the Securities Purchase Agreement) to permit the offer and re-sale from time to time of such Registrable Securities in accordance with the methods of distribution provided by the Purchasers. The Company and the Purchasers agree that the Purchasers will suffer damages if a Non-Registration Event occurs, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if a Non-Registration Event should occur, then for each thirty (30) day period during the pendency of such Non-Registration Event, the Company shall deliver to each Purchaser, as liquidated damages, an amount equal to one and one-half percent (1.5%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) paid by such Purchaser for Securities (as such term is defined in the Securities Purchase Agreement), with such payment being pro-rated for any Non-Registration Event of less than thirty (30) days. Each such payment is hereinafter referred to as a "NON-REGISTRATION EVENT PENALTY PAYMENT". Notwithstanding the foregoing, in no event shall the Company be obligated to pay more than one Non-Registration Event Penalty Payment to the same Purchaser in respect of a substantively concurrent failure to perform; i.e., if a Non-Registration Event Penalty Payment is accruing due to failure to file a Required Registration Statement prior to the Required Filing Date, a separate Non-Registration Event Penalty Payment shall not be due for a contemporaneous failure to cause an Effectiveness Action to occur prior to the Required Effectiveness Date. The Company, at its sole discretion, shall pay the Non-Registration Event Penalty Payment in cash or in shares of its Common Stock, provided, that the Company may not elect to pay some Purchasers in cash while it pays others in Common Stock. In the event that the Company elects to pay the Non-Registration Event Penalty Payment to a Purchaser in shares of its Common Stock, it shall deliver unregistered, legended shares of its Common Stock whose aggregate Market Price is e...

Non-Registration Event occurs, if (A) the Registration Statement is not filed on or before the Required Filing Date , (B) the Registration Statement is not declared effective on or before the Required Effective Date or (C) any registration statement described herein is declared effective but shall thereafter cease to be effective for a period of time which shall exceed forty (40) days in the aggregate per year (defined as a period of 365 days commencing on the date the Registration Statement is declared effective). “Purchase Price” shall mean $615,000, pro rata per each Purchaser..

Non-Registration Event occurs when the Registration Condition has not been satisfied on or prior to the SAFE Registration Deadline;

Non-Registration Event shall have the meaning ascribed to such term in Section 4.17(a)(v) .

Non-Registration Event occurs when the Release Condition has not been satisfied on the Registration Deadline.