Delay in Filing or Effectiveness of Registration Statement Sample Clauses

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 two percent (2%) 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 earlier of (x) the date the Registration Statement is filed, or the date the SEC declares the Registration Statement effective, as applicable and (y) the date that is the two-year anniversary of the Closing Date, 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; provided, however, that the Company shall not be obligated to pay liquidated damages to each such Purchaser for more than twenty-three (23) months and that the maximum amount of liquidated damages that the Company shall be obligated to pay to each such Purchaser shall be equal to 46% of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement.

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. 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. If: (a) any Registration Statement is not filed with the SEC on or prior to the applicable filing deadline as described in Section 5.1 or Section 5.2; (b) any Registration Statement is not declared effective by the SEC (or otherwise does not become effective) for any reason on or prior to applicable effectiveness deadline as described in Section 5.1 or Section 5.2; (c) after the SEC has declared any Registration Statement effective, (a) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update such Registration Statement) to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (b) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (in each case of (a) and (b), other than during an Allowable Suspension Period); (d) a Suspension Period exceeds the length of an Allowable Suspension Period; or (e) after the date six months following the Closing Date or, if no bid with regard to an Acquisition has been accepted by the FDIC or the Escrow Agreement has otherwise been terminated, the Funding Date, and only in the event a Registration Statement is not effective or available to sell all Registrable Securities, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1), as a result of which the Holders that are not affiliates of the Company are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto);

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.

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. If (a) the Registration Statement is (A) not filed with the Commission on or before the either the Filing Deadline (a “Filing Failure”), or (B) is not declared effective by the Commission on or before the Registration Statement Effectiveness Deadline (an “Effectiveness Failure”) or (b) on any day after the Effective Date sales of all of the Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Suspension Period (as defined in Section 5.10)) pursuant to such Registration Statement or otherwise (including as a result of a failure to keep such Registration Statement effective or to disclose such information as is necessary for sales to be made pursuant to such Registration Statement) (a “Maintenance Failure”) then, as relief for the damages to any Investor by reason of any such delay in or reduction of its ability to sell such Securities, the Company shall pay to each Investor relating to such Registration Statement an amount in cash equal to $0.08 per share of Common Stock the resale of which is covered by the Registration Statement on each of the following dates: (i) on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after a Filing Failure until the date such Filing Failure is cured; (ii) on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after an Effectiveness Failure until the date such Effectiveness Failure is cured; and (iii) on every thirtieth day (pro rated for periods totaling less than thirty (30) days) after a Maintenance Failure until the date such Maintenance Failure is cured. The payments to which an Investor shall be entitled to pursuant to this Section 7.7 are referred to herein “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (x) the last day of the calendar month during which such Registration Delay Payments are incurred and (y) the third business day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. The parties agree that the maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall be $0.96 per share of Common Stock the resale of which is covered by the Registration Statement. In addition, a...