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).
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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...
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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.

  • 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.

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

  • 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.

  • Liquidated Damages will not accrue nor be payable pursuant to this Section 6.4 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.

  • The occurrence of any other material breach of the provisions of this Note which has not been cured after a reasonable time after receipt by the Corporation of written notice of such breach, other than a Non-Registration Event, as defined in Section 6.4, the liquidated damages for which are set forth below.

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

  • The occurrence of a Non-Registration Event as described in 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 and amounts set forth above calculated from the date the response was required to have been made.

  • It shall also be deemed a Non-Registration Event if at any time a Note is outstanding, there is less than 125% of the amount of Common Shares necessary to allow full conversion of such Note at the then applicable Conversion Price registered for unrestricted resale in an effective registration statement.


More Definitions of Non-Registration Event

Non-Registration Event occurs when the Release Condition has not been satisfied on the Registration Deadline.
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Non-Registration Event shall have the meaning ascribed to such term in Section 4.17(a)(v) .
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Non-Registration Event occurs when the Registration Condition has not been satisfied on or prior to the SAFE Registration Deadline;
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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..
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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.
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Related to Non-Registration Event

  • Registration Event means the occurrence of any of the following events:

  • Underwritten Registration or Underwritten Offering means a registration in connection with which securities of the Company are sold to an underwriter for reoffering to the public pursuant to an effective registration statement.

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

  • Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.

  • Shelf Registration Event shall have the meaning set forth in Section 2(b) hereof.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.

  • Underwritten Registration or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • S-3 Registration has the meaning set forth in Section 4 hereof.

  • Registration Period shall have the meaning specified in Section 5(C), below.

  • Business registration means a business registration certificate issued by the Department of the Treasury or such other form or verification that a contractor or subcontractor is registered with the Department of Treasury;

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Incidental Registration has the meaning set forth in Section 4(a) of this Agreement.

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • Registration Date means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

  • Registration Filing Date means the date that is sixty (60) calendar days after the Effective Date.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).