Non-Registration Event. The occurrence of a Non-Registration Event as described in Section 11.4 of the Subscription Agreement.
Non-Registration Event. The occurrence of a Non-Registration Event as described in the Subscription Agreement that is not cured within five (5) business days after notice from Holder.
Non-Registration Event. The Borrower’s failure to materially comply with the registration obligations set forth in Section 11 of the Subscription Agreement.
Non-Registration Event. The Company acknowledges and agrees that the Holder(s) will suffer material damages if the Registration Statement is not declared effective by the Commission within 180 days after the Closing Date and maintained in the manner and within the time periods contemplated by Section 1 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Closing Date (the “Non-Registration Event”), then, for so long as the Non-Registration Event shall continue, the Company shall pay to each Investor as liquidated damages for each month during the pendency of such Non-Registration Event an amount equal to one (1%) percent per month (or part thereof) of the aggregate purchase price paid for the Shares and, if exercised, the Warrant Shares in accordance with the terms of the Securities Purchase Agreement. Payments to be made pursuant to this Section 1.9 shall be due and payable to the Investors in immediately available funds within ten (10) business days after receipt of written demand from an Investor.
Non-Registration Event. The Company and the Purchaser agree that the Purchaser 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 30-day period after the occurrence of such Non-Registration Event and before the Required Registration Statement becomes effective, the Company shall pay the Purchaser, as liquidated damages, an amount equal to 1.0% of the aggregate Purchase Price (as such tern is defined in the Securities Purchase Agreement) paid by the Purchaser for the Securities (as such term is defined in the Securities Purchase Agreement), with such payment being pro-rated for any period of less than 30 days after the occurrence of the Non-Registration Event and before the Required Registration Statement becomes effective. Each such payment is hereinafter referred to as a “
Non-Registration Event. The Company acknowledges and agrees that the Holders will suffer material damages if the Registration Statement is not declared effective by the Commission by the Required Effective Date and maintained in the manner and within the time periods contemplated by Section 8.2 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective by the Commission on or prior to the Required Effective Date (the “Non-Registration Event”), then, for so long as the Non-Registration Event shall continue, the Company shall pay to each Holder as liquidated damages for each month during the pendency of such Non-Registration Event an amount equal to one (1%) percent per month (pro rated for any portion thereof) of the aggregate value of the Warrant Shares underlying the Holder’s Closing Warrants then held by such Holder (which shall be measured at $4.00 per share); provided, however, that no amount in liquidated damages shall be paid to any Holder pursuant to this Section 8.4 for the Company’s failure to register the Warrant Shares if such failure is as a result of an interpretation by the Commission that Securities Act Rule 415 prohibits such registration. Payments to be made pursuant to this Section 8.4 shall be due and payable to the Holders in immediately available funds within ten (10) business days after receipt of written demand from a Holder.
Non-Registration Event. A breach by the Borrower of the provisions of Section 8 of the Subscription Agreement, which remains uncured for a period of twenty days.
Non-Registration Event. The occurrence of a Non-Registration Event as described in Section 11.4 of the Subscription Agreement when such failure continues for a period of fifteen (15) days after the due date.
Non-Registration Event. The Company and the Investor agree that the Investor will suffer damages if the Registration Statement is not declared effective by the Commission by the Scheduled Effectiveness Date (a “Non-Registration Event”) and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective on or before the Scheduled Effectiveness Date, then the Company shall deliver to the Investor, as liquidated damages, an amount equal to one percent (1%) for each thirty (30) days or part thereof of the Purchase Price for the first sixty (60) days after the occurrence of a Non-Registration Event. If there is an ongoing and uncured Non-Registration Event (an “Ongoing Non-Registration Event”) during the period beginning sixty one (61) days after the Non-Registration Event, then the Company shall deliver to the Investor, as liquidated damages, an amount equal to two percent (2%) for each thirty (30) days or part thereof of the Purchase Price after the occurrence of an Ongoing Non-Registration Event. Notwithstanding the foregoing, Liquidated Damages shall only accrue during a Non-Registration Event or Ongoing Non-Registration Event until twelve (12) months from the Closing Date. The Company must pay the Liquidated Damages in cash or at the Investor's election with shares of Common Stock valued at the closing bid price of the Common Stock on the first trading day of each thirty day or shorter period for which liquidated damages are payable. Notwithstanding the foregoing, the Company shall not be liable to the Investor under this Section 5.2 for any events or delays occurring as a consequence of the acts or omissions of the Investor contrary to the obligations undertaken by Investor in this Agreement. Liquidated Damages will not accrue nor be payable pursuant to this Section 5.2 nor will a Non-Registration Event be deemed to have occurred for times during which Securities are transferable by the Investor pursuant to Rule 144(k) under the Securities Act.
Non-Registration Event. The occurrence of a Non-Registration Event as described in Section 2(c) of the Registration Rights Agreement.
