Registration Rights; Liquidated Damages Sample Clauses

Registration Rights; Liquidated Damages. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated February 2, 1999, among the Issuer, the Guarantors and the Initial Purchaser (the "Registration Rights Agreement"), which agreement is attached to the Indenture as Exhibit J thereto. Such benefits include the right of the Holder to receive Liquidated Damages in the event of a failure on the part of the Issuer to comply with certain registration covenants, as provided in Section 4 of the Registration Rights Agreement.
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Registration Rights; Liquidated Damages. (A) if the Resale Registration Statement covering the Registrable Shares is not declared effective by the SEC (an “Effectiveness Failure”) within 180 days of the date of issuance of the Senior Convertible Notes (an “Effectiveness Deadline”), then the Company will make pro rata payments to each Buyer then holding Registrable Shares, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate amount paid pursuant to this Agreement by such Buyer for such Registrable Shares then held by such Buyer on the initial day of an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro-rated for periods less than thirty (30) days) (the “Blackout Period”). For the avoidance of doubt, for purposes of this Section, the purchase price for the shares issuable under the Senior Convertible Notes shall be equal, in the aggregate, to the Aggregate Purchase Price of Senior Convertible Notes set forth in column (4) of the Schedule of Buyers. Such payments shall constitute the Buyer's exclusive monetary remedy for such events, but shall not affect the right of the Buyers to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid promptly but no later than ten (10) Business Days after each such 30-day period following the commencement of the Blackout Period until the termination of the Blackout Period (the “Blackout Period Payment Date”). Such payments shall be made to each Investor in cash. Interest shall accrue at the rate of 1.5% per month on any such liquidated damages payments that shall not be paid by the Blackout Period Payment Date until such amount is paid in full.
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Registration Rights; Liquidated Damages. The Purchasers will be entitled to DEMAND REGISTRATION RIGHTS in respect of the shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants (the terms of which are set forth below) as follows: (1) The Company shall prepare and file, within 15 DAYS OF THE INITIAL CLOSING DATE, a registration statement on Form S-3 (the "REGISTRATION STATEMENT") covering the resale of the shares of Common Stock issuable upon conversion of the Preferred Stock and the shares of Common Stock issuable upon exercise of the Warrants. The Company shall further agree to use its best efforts to cause the Registration Statement TO BE DECLARED EFFECTIVE BY THE COMMISSION NO LATER THAN 60 DAYS FOLLOWING THE INITIAL CLOSING DATE. The Company shall pay all expenses of registration (other than underwriting fees and discounts in respect of shares of Common Stock offered and sold under such registration statement by the Purchasers, if any). (2) If the Registration Statement is not declared effective by the Commission during the 60-day period mentioned above, the Company shall pay in cash to the Purchasers, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, an ------------------------------------------ amount equal TO 2% PER MONTH OF THE OUTSTANDING STATED VALUE SHARES OF THE PREFERRED STOCK, with each share having a stated value of USD$ 1,000.00 , ---------- which amount will be increased to 3% PER MONTH of the outstanding stated value of the Preferred Stock IN THE EVENT THAT THE REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE COMMISSION WITHIN 90 DAYS OF THE INITIAL CLOSING DATE. In addition to the liquidated damages, commencing 120 DAYS FOLLOWING THE INITIAL CLOSING DATE, THE CONVERSION PRICE OF THE PREFERRED STOCK WILL BE DECREASED BY 1% FOR EACH 30-DAY PERIOD IN WHICH THE REGISTRATION STATEMENT HAS NOT BEEN -- DECLARED EFFECTIVE, UP TO A MAXIMUM DISCOUNT OF 5%. (3) Additionally, the --- Company will grant to the Purchasers certain PIGGY-BACK REGISTRATION RIGHTS in the event that the Company proposes to effect a registered offering of Common Stock prior to the filing of the Registration Statement referenced above. (4) Further should the registration statement not be effective by One Hundred Days following the initial closing date the ISSUER, will effect a Regulation S transaction in order to permit the conversion of the Securities.
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Registration Rights; Liquidated Damages. The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. Sunburst, the Guarantors and Choice, on behalf of the Holders of Transfer Restricted Securities, will enter into the registration rights agreement on or prior to the closing of this offering. Pursuant to the registration rights agreement, Sunburst and the Guarantors will agree to file with the Commission, upon the request of Choice, the Exchange Offer Registration Statement on the appropriate form under the Securities Act with respect to the Exchange Notes or a Shelf Registration Statement to cover resales of the notes by Choice (the "Choice Shelf Registration Statement"); provided that Choice satisfies certain conditions relating to the provision of information in connection with the Choice Shelf Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, if such Exchange Offer Registration Offer is requested, Sunburst and the Guarantors will offer to the Holders of Transfer Restricted Securities pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for Exchange Notes. If Choice requests an Exchange Offer Registration Statement and:
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Registration Rights; Liquidated Damages. The Holders of the Notes are entitled to certain rights under the Registration Rights Agreement, and to Liquidated Damages (as provided in the Purchase Agreement) for the breach of the Registration Rights Agreement. Any Liquidated Damages shall be paid pro rata in cash to the holders of the Notes on the first business day of each month following accrual thereof. Shares not registered upon issuance shall bear a legend in the form set forth on the face of this Note.
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Registration Rights; Liquidated Damages. 26 6.16 Prohibition on Solicitation of Other Acquisition Offers....26 6.17 Non-competition Covenant...................................26
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Registration Rights; Liquidated Damages. Subject to 6.15(b), if the Registration Statement is not declared effective by the SEC during the ninety (90) day period mentioned in Section 6.15(a) above, the Company shall pay in cash to Sellers, as liquidated damages and not as a penalty, an amount equal to one-half of a percent (0.5%) per month of the value of the Acquisition Consideration on the Agreement Date, which amount will be increased to three-fourth of a percent (0.75%) per month of the value of the Acquisition Consideration on the Agreement Date in the event the Registration Statement is not declared effective by the SEC within one hundred fifty (150) days of the Closing Date.
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Registration Rights; Liquidated Damages. The Holder of this Note is entitled to the benefits of the Registration Rights Agreement. Such benefits include the right of the Holder to receive Liquidated Damages in the event of a failure on the part of the Company to comply with certain registration covenants, as provided in Section 4 of the Registration Rights Agreement.]9 [4].
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Related to Registration Rights; Liquidated Damages

  • Registration Right The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

  • Registration Rights; Private Sales (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the applicable Issuer to (i) execute and deliver, and cause the directors and officers of the applicable Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause the applicable Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:

  • Demand Registration Rights At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Piggy-Back Registration Rights 10.1 In the event that the Company proposes to register any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.

  • Registration Rights Agreements There are no contracts, agreements or understandings between the Company and any person granting such person any rights to have any securities of the Company or any of its subsidiaries registered under the Securities Act for resale by such person, except pursuant to the Registration Rights Agreements, dated July 1, 2009, by and among the Company, Invesco Advisers, Inc., a Delaware corporation (the “Manager”) and Invesco Investments (Bermuda) Ltd., a Bermuda company (“Invesco Bermuda”), which agreement does not grant any person any such registration rights until one year after the date of such agreement.

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