Common use of Registration Requirement Clause in Contracts

Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the “Registration Statement”) for resale of the Shares, all shares held by the shareholders of the Company immediately prior to the Close, and those shares held by certain designees of the shareholder of KGE (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than thirty (30) days after the Closing Date (the “Registration Filing Date”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company’s failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Shares sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber’s sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.

Appears in 2 contracts

Samples: Subscription Agreement (China Architectural Engineering, Inc.), Subscription Agreement (SRKP 1 Inc)

AutoNDA by SimpleDocs

Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the "Registration Statement") for resale of the Shares, all shares held by Common Stock and the shareholders of the Company immediately prior to the Close, and those shares held by certain designees of the shareholder of KGE Warrant Shares (the "Registrable Securities") and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s 's expense (the "Effectiveness Period"). The Company shall file such Registration Statement no later than thirty forty five (3045) days after the Closing Date (the "Registration Filing Date"), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company’s 's failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Shares Units sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber’s 's sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ironclad Performance Wear Corp), Subscription Agreement (Ironclad Performance Wear Corp)

Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the “Registration Statement”) for resale of the Common Stock underlying the Shares, all shares held by the shareholders of the Company Company, excluding shares held by the Westpark Affiliates, immediately prior to the Close, and those shares held by certain designees of the shareholder of KGE Close (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s expense (the “Effectiveness Period”). The Company shall file register the Shares in such a Registration Statement no later than thirty (30) days after the Closing Date (the “Registration Filing Date”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Dateon or before March 31, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC2008. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company’s failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Shares sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber’s sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.

Appears in 1 contract

Samples: The Subscription Agreement (Asia Time Corp)

AutoNDA by SimpleDocs

Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the “Registration Statement”) for resale of the Shares, all shares held by the shareholders of the Company immediately prior to the Close, and those shares held by certain designees of the shareholder of KGE Shares (the “Registrable Securities”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company’s expense (the “Effectiveness Period”). The Company shall file such Registration Statement no later than thirty (30) days after the Closing Date (the “Registration Filing Date”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company’s failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Shares sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber’s sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.

Appears in 1 contract

Samples: Subscription Agreement (SRKP 8 Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.