Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. If the Purchaser shall be prohibited from selling Registrable Securities under the Registration Statement as a result of a Suspension of more than sixty (60) consecutive days or Suspensions of more than ninety (90) days in the aggregate in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay the Purchaser, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Securities pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 9 of this Agreement. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Securities for the same period of time or (b) in an aggregate amount that exceeds 10% of the purchase price paid by such Purchase for its Securities pursuant to this Agreement. Such payments shall be made to the Purchaser in cash.
Delay in Filing or Effectiveness of Registration Statement. In the event that the Registration Statement is not (A) filed by the Required Filing Date or (B) declared effective by the Required Effective Date, the Company shall pay to each Purchaser (except for any Purchaser whose failure to provide information as required hereunder causes a delay in filing or obtaining effectiveness) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to one percent (1%) per month (pro rata on a 30-day basis) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the period from and including the first day following the Required Filing Date or Required Effective Date, as the case may be, until, but excluding, the actual filing date or the date the SEC declares the Registration Statement effective, as the case may be. Such liquidated damages shall be payable in cash within ten (10) days of the end of each one (1) month anniversary of the Required Filing Date or Required Effective Date, as the case may be.
Delay in Filing or Effectiveness of Registration Statement. In the event that the Registration Statement is not (A) filed with the SEC within thirty-five (35) days following the Closing Date or (B) declared effective within ninety (90) days following the Closing Date or, in the event of a review of the Registration Statement by the SEC, within one hundred twenty (120) days following the Closing Date (a “Registration Delay”), the Company shall pay to each Purchaser who has provided the documents contemplated by Section 4(k) liquidated damages at a rate equal to (i) 0.5% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the first fourteen (14) days a Registration Delay has occurred, (ii) 1.0% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the second fourteen (14) days a Registration Delay has occurred, and (iii) 2.5% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for every successive thirty (30) day period that occurs thereafter. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Purchased Securities for the same period of time or (b) for each of the first two (2) years following the Closing Date, in an annual aggregate amount that exceeds 18% of the purchase price paid by the Purchaser for the Shares provided that the penalty in the second year shall reset at the one (1) year anniversary of the date the Registration Delay occurred. Such liquidated damages shall be payable within ten (10) days of the end of each one (1) month anniversary of the applicable filing or effectiveness deadline set forth in this section 5(d)(i). Such liquidated damages shall be the Purchaser’s sole monetary remedy for such delay (unless such liquidated damages are disallowed, reduced or not permitted by applicable law). Nothing shall preclude a Purchaser from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement in accordance with applicable law. The parties agree that the liquidated damages provided for above constitute a reasonable estimate of the damages that may be incurred by holders of Purchased Shares by reason of the failure of the Registration Statement to be filed or declared effective or available for effecting resales of Purchased Shares in accordance with the provisions he...
Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each day following the Filing Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective Date, then for each day following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to 0.0333% of the purchase price paid by such Purchaser for its Securities pursuant to this Agreement; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser's exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Securities for the same period of time. Such payments shall be made to the Purchaser in cash.
Delay in Filing or Effectiveness of Registration Statement. In the event that the Registration Statement is not (A) filed with the SEC within thirty (30) days following the Closing Date or (B) declared effective within ninety (90) days following the Closing Date or, in the event of a review of the Registration Statement by the SEC, within one hundred twenty (120) days following the Closing Date, the Company shall pay to each Purchaser who has provided the documents contemplated by Section 4(k) liquidated damages at a rate equal to 1.5% per month (pro rata on a 30 day basis) of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages (a) to more than one Purchaser in respect of the same Purchased Securities for the same period of time or (b) in an aggregate amount that exceeds 12% of the purchase price paid by the Purchasers for the Units pursuant to this Agreement. Such liquidated damages shall be payable within ten (10) days of the end of each one (1) month anniversary of the applicable filing or effectiveness deadline set forth in this section 5(b)(i).
Delay in Filing or Effectiveness of Registration Statement. If: (a) a Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, or (b) a Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date, (any such failure or breach being referred to as an “Event,” and for purposes of clauses (a) or (b) the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights available to the Purchasers, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to one and one-half percent (1.5%) of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser. The parties agree that the Company will not be liable for liquidated damages under this Section 6.2 in respect of the Warrants or the Warrant Shares . The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 6.2 shall not exceed twelve percent (12%) of the aggregate purchase price of the Securities purchased by such Purchaser pursuant to this Agreement. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to the occurrence of such Event.
Delay in Filing or Effectiveness of Registration Statement. Consultant shall have the right to cause the filing of the Registration Statement and/or, if filed, the effectiveness of the Registration Statement, to be delayed for up to 45 days. The total delay under this Section 20 shall not exceed 45 days, and any such delays shall not be counted for purposes of the Company's representation set forth in Section 7(f) hereof. AMERICAN RADIO EMPIRE, INC. By: /s/Dain Schult Dated: August 1, 2003 Dain Schult, Its President/CEO XXXXXXXX XORPORATION By: /s/Richard Fisher Dated: August 1, 2003 Richard Fisher, its Chairman anx Xxxxxxx Xxxxsel
Delay in Filing or Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Deadline Date, then for each day following the Filing Deadline Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Effectiveness Deadline Date, then for each day following the Effectiveness Deadline Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such day, pay the Purchaser, as liquidated damages and not as a penalty, an amount equal to a weekly rate (expressed as a percentage of the Purchase Price) of (a) .25% with respect to any failure to timely file the Registration Statement and (b) .15% for days 61-90 and .25% thereafter with respect to any failure to have the Registration Statement declared effective; and for any such day, such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. The parties agree that the sole damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the Purchaser from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. The parties hereto agree that the liquidated damages provided for in this Section 9 constitute a reasonable estimate of the damages that may be incurred by the Purchaser by reason of the failure of the Registration Statement to be filed or declared effective in accordance with the provisions hereof.
Delay in Filing or Effectiveness of Registration Statement. In the event that the Registration Statement is not (A) filed by the Required Filing Date or (B) declared effective by the Required Effective Date, the Company shall pay in cash to each Purchaser (except for any Purchaser whose failure to provide information as required hereunder causes a delay in filing or obtaining effectiveness) liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to one percent (1%) per month (pro rata on a 30-day basis) of the product of the Per Share Price and the number of Purchased Securities held by such Purchaser for the period from and including the first day following the Required Filing Date or the Required Effective Date, as the case may be, until, but excluding, the date that the Company files the Registration Statement with the SEC or the date that the SEC declares the Registration Statement effective, as the case may be. Such liquidated damages shall be payable in cash within ten (10) days of the end of each one (1) month anniversary of the Required Filing Date or the Required Effective Date, as the case may be.
Delay in Filing or Effectiveness of Registration Statement. (a) If the Registration Statement is not filed by the Company with the SEC on or prior to the Filing Deadline Date, then for each day following the Filing Deadline Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the SEC by the Effectiveness Deadline Date, then for each day following the Effectiveness Deadline Date, until but excluding the date the SEC declares the Registration Statement effective (or if such Registration Statement is declared effective the Company thereafter fails to maintain the effectiveness of such Registration Statement), the Company shall, for each such day, pay each Investor in cash (“Registration Delay Payments”) as reasonable compensation and not as a penalty, an amount equal to 0.0493% of the Purchase Price of each Share held by such Investor with respect to any such failure and for any such day. Such payment shall be made no later than the fifth business day of the calendar month next succeeding the month in which such day occurs. Such Registration Delay Payments shall constitute the Investors’ exclusive remedy for monetary damages at law, but not in equity, for such events. Nothing herein shall diminish or limit any Investor’s rights to seek equitable relief, including the remedy of specific performance.
