Failure to File or Obtain Effectiveness of the Registration Statement. 1. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1)), the Company will make a payment to the Holder, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for the Registrable Securities for the initial day of failure to file such Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. 2. If: (i) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c)), or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a “Maintenance Failure”), then the Company will make a payment to the Holder, as liquidated damages and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damages, the “Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full. 3. The parties agree that (i) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities to be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretion.
Appears in 1 contract
Sources: Registration Rights Agreement (LiveXLive Media, Inc.)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: "reviewed," or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to the Required Registration Amount for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities Required Registration Amount for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a “Maintenance Failure”any such failure or breach being referred to as an "Event"), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages ("Liquidated Damages") and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 45 consecutive calendar days or more than an aggregate of 40 60 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Applicable Filing Deadline (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Notes may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Notes an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is curedConvertible Notes then held by such holder. The Effectiveness parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Notes under this Agreement shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any of the aggregate Purchase Price paid by such Effectiveness holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3. The parties agree that (i) notwithstanding anything pursuant to the contrary herein, no Liquidated Damages terms hereof shall be payable with respect to apply on a daily pro-rata basis for any period after the expiration portion of the Registration Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing a month prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities to be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder for such holder pursuant to the Registrable Securities. If Securities Purchase Agreement, provided however the Company is unable to cause a Registration Statement covering the Registrable Securities to shall not be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, liable for Liquidated Damages as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then any delay in the effectiveness of a Registration Statement as a result of comments from the SEC provided the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent is responding to such request comments within twenty (20) calendar days from the date of such comment letter or the reduction in its discretionthe amount of shares included in such Registration Statement as a result of comments from the SEC with regard to Rule 415. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.
Appears in 1 contract
Sources: Registration Rights Agreement (Innova Robotics & Automation, Inc.)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be forty-eight percent (1548%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (Neomedia Technologies Inc)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1)), the Company will make a payment to the Holder, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for the Registrable Securities for the initial day of failure to file such Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full.
2. If: (i) a Registration Statement covering is not filed on or prior to its Filing Deadline or (ii) the Registrable Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Buyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Junior Debentures may have hereunder or under applicable law, 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 will make a shall pay to each holder of Junior Debentures an amount in cash or, at the option of the Company, in shares of Common Stock of the Company valued at the 10 day VWAP preceding the due date for payment to the Holder, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) the pro-rata portion of 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Additional Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure Junior Debentures then held by such holder for which a registration statement is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made then required to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3filed or declared effective. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable under this Agreement for all instances in excess which Liquidated Damages shall be payable, regardless of fifteen the cause, shall be six percent (156%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Additional Securities Purchase Agreement for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities securities required to be filed or declared effective in a registration statement at the time of calculation. The partial Liquidated Damages pursuant to the terms hereof shall apply on or a daily pro-rata basis for any portion of a month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder for such holder pursuant to the Registrable Securities. If Securities Purchase Agreement, provided however the Company is unable to cause a Registration Statement covering the Registrable Securities to shall not be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, liable for Liquidated Damages as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then any delay in the effectiveness of a Registration Statement as a result of comments from the SEC with regard to Rule 415 provided the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent is responding to such request comments within fourteen (14) calendar days from the date of such comment letter or the reduction in its discretionthe amount of shares included in such Registration Statement as a result of comments from the SEC with regard to Rule 415. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.
Appears in 1 contract
Sources: Registration Rights Agreement (Innova Robotics & Automation, Inc.)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Buyers the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty within five (the “Registration Liquidated Damages”), in an amount equal to two percent (2%5) Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Buyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 thirty (30) consecutive calendar days or more than an aggregate of 40 forty (40) calendar days during any twelve (12-) month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the Holder of the Convertible Note may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Notes an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Notes then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrant or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a Holder of fifteen Convertible Note under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Buyers the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Buyers are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (Senesco Technologies Inc)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If a In the event the Registration Statement covering the Registrable Securities is not filed with by the SEC on or prior to the Scheduled Filing Deadline (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1)), the Company will make a payment to the Holder, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for the Registrable Securities for the initial day of failure to file such Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full.
2. If: (i) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with on or before the Cut Back Securities requirement as set forth in Section 3(c))Scheduled Effective Date, or (ii) if after a the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement (whether because of a failure to keep the Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, failure to register sufficient shares of Common Stock or otherwise), provided that if the Company shall have notified the holders to suspend use of the Registration Statement for any a reason (including, without limitation, by reason of a stop order or the Company’s other than failure to update such Registration Statementregister sufficient shares, this Section 2 (b) or the Holder is otherwise shall not permitted to utilize the Prospectus therein to resell such Registrable Securities be operative unless sales cannot be so made for more than 30 consecutive calendar trading days in any 12 month period, then as partial relief for the damages to any (each such suspension a “Trading Suspension”) holder of Registrable Securities by reason of any such delay in or more than an aggregate reduction of 40 calendar days during any 12-month period its ability to sell the underlying shares of Common Stock (which need remedy shall not be consecutive calendar days) (each exclusive of (i) and (iiany other remedies at law or in equity), a “Maintenance Failure”), then the Company will make a payment to the Holder, pay as liquidated damages and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damages, the “Liquidated Damages”)) to the holder, in an at the holder’s option, either a cash amount or shares of the Company’s Common Stock within three (3) business days, after demand therefore, equal to two one percent (21%) of the aggregate purchase price paid by Holder for liquidated value of the Registrable Securities for the initial day of a Maintenance Failure and Convertible Debentures outstanding as Liquidated Damages for each thirty (30-) day period (pro rata for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3. The parties agree that (i) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of Scheduled Filing Deadline or the Registration Period (it being understood that this sentence shall not relieve Scheduled Effective Date as the Company of any Liquidated Damages accruing prior case may be. Notwithstanding anything herein to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failurecontrary, in no event shall the Company be liable in any thirty (30) day period for pay Liquidated Damages under this Agreement in excess of fifteen percent ten (15%10) months. In the event the Holder shall elect to receive shares of the aggregate purchase price paid Company’s Common Stock in payment of the liquidated damages, such shares shall be valued at $1.00 per share. Each holder agrees to maintain in confidence the giving of a suspension notice by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering and any information contained therein until the Registrable Securities to be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver expiration of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionTrading Suspension.
Appears in 1 contract
Sources: Investor Registration Rights Agreement (DotVN, Inc.)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 60 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debenture may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debenture an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder such holder pursuant to the Securities Purchase Agreement for the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debenture then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debenture under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (NewGen Technologies, Inc)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (Senesco Technologies Inc)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder such holder pursuant to the Securities Purchase Agreement for the Registrable Securities for the initial day of a Maintenance Failure outstanding principal balance and for each 30-day period (pro rata for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days outstanding and accrued interest of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: "reviewed," or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a “Maintenance Failure”any such failure or breach being referred to as an "Event"), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages ("Liquidated Damages") and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (Harvey Electronics Inc)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), the Company will make a payment to the Holder, as liquidated damages and not as a penalty or (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for the Registrable Securities for the initial day of failure to file such Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full.
2. If: (iii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiii) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Shares for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities Shares for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights, 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 will make a payment shall pay to the HolderBuyer an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made such holder pursuant to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3Securities Purchase Agreement. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Shares under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a shall pay to each holder of Convertible Debentures an amount in cash or, at the option of the Company, in shares of Common Stock of the Company valued at the 10 day VWAP preceding the due date for payment to the Holder, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) the pro-rata portion of 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure Convertible Debentures then held by such holder for which a registration statement is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made then required to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3filed or declared effective. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable under this Agreement for all instances in excess which Liquidated Damages shall be payable, regardless of fifteen the cause, shall be six percent (156%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Notes may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Notes an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is curedConvertible Notes then held by such holder. The Effectiveness parties agree that (1) the Company shall not be liable for Liquidated Damages under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Convertible Notes under this Agreement shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any of the aggregate Purchase Price paid by such Effectiveness holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3. The parties agree that (i) notwithstanding anything pursuant to the contrary herein, no Liquidated Damages terms hereof shall be payable with respect to apply on a daily pro-rata basis for any period after the expiration portion of the Registration Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing a month prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities to be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Notes may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Notes an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Notes then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Company shall not be liable for Liquidated Damages shall be payable under this Agreement with respect to any period after Warrants or Warrant Shares and (2) the expiration of the Registration Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the maximum aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, a holder of Convertible Notes under this Agreement shall be fifteen percent (15%) of the aggregate purchase price Purchase Price paid by Holder for such holder pursuant to the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Securities Purchase Agreement. The partial Liquidated Damages under this Agreement in excess pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline (if the Company Issuer files a Registration Statement without affording the Holder Investors the opportunity to review and comment on the same as required by Section 3(a), the Company Issuer shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make Issuer fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Issuer is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is holders of Registrable Securities are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then as partial relief for the Company will make a payment damages to any holder by reason of any such delay in or reduction of its ability to sell the HolderRegistrable Securities (which remedy shall not be exclusive of any other rights the holders of Bonds may have hereunder or under applicable law or in equity), 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 Issuer shall pay to each holder of Bonds an amount in cash, as partial liquidated damages (“Registration Delay Payments”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase subscription price paid by Holder for such holder of Bonds pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Subscription Agreement for any portion thereofBonds then held by such holder. In the event the Issuer fails to pay Registration Delay Payments pursuant to this Section 2(b) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages in a timely manner, such unpaid Registration Delay Payments shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple bear interest shall accrue at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. The parties agree that (1) the Issuer shall not be liable for Registration Delay Payments under this Agreement with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of Registrable Securities under this Agreement shall be ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not be of the aggregate subscription price paid by such holder pursuant to the applicable payment date until such amounts have been paid in full.
3Subscription Agreement. The parties agree that (i) notwithstanding anything Registration Delay Payments pursuant to the contrary herein, no Liquidated Damages terms hereof shall be payable with respect to apply on a daily pro-rata basis for any period after the expiration portion of the Registration Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing a month prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess of fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities to be filed or declared effective on or prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (CHINA METRO-RURAL HOLDINGS LTD)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: "reviewed," or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a “Maintenance Failure”any such failure or breach being referred to as an "Event"), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages ("Liquidated Damages") and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisitionEvent. Notwithstanding anything herein to the contrary, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of liquidated damages described in this Section 2(b) shall not be applicable to Non-Registered Shares. The Company's failure to meet the Liquidated Damages, Filing Date and Holder may grant or withhold its consent Effective Date as they relate to such request any Subsequent Registration Statements shall subject it to all liquidated damage provisions set forth in its discretionthis Section 2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Locateplus Holdings Corp)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debenture may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debenture an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure Note and for each 30-day period (pro rata Warrant Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debenture then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Default Warrant or Default Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debenture under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Note and Warrant Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the maximum aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen a holder of Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder for such holder pursuant to the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Securities Purchase Agreement. The partial Liquidated Damages under this Agreement in excess pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities. If the Company is unable to cause a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Buyers the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty within five (the “Registration Liquidated Damages”), in an amount equal to two percent (2%5) Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 thirty (30) consecutive calendar days or more than an aggregate of 40 forty (40) calendar days during any twelve (12-) month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twenty-four percent (1524%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Sources: Registration Rights Agreement (Intrepid Technology & Resources, Inc.)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline Deadline, or (iv) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in permitted by Section 3(c)3(r) hereof), or (ii) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Shares may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Shares an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder such holder pursuant to the Securities Purchase Agreement for any Shares then held by such holder; provided, however, that in the event the Commission does not permit all of the Registrable Securities for to be included in the initial day Registration Statement because of a Maintenance Failure and for each 30-day period (pro rata its application of Rule 415, Liquidated Damages payable pursuant to this Section 2(b) shall be payable by the Company based on 1.0% of the amount of the holder’s purchase price paid by such holder pursuant to the Securities Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made Shares then held by such holder that corresponds to the Holder in cash. Simple interest shall accrue at the rate number of ten percent (10%) per month on any such Effectiveness Liquidated Damages that shall not holder’s Registrable Securities permitted to be paid registered by the applicable payment date until Commission in such amounts have been paid in full.
3Registration Statement pursuant to Rule 415. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Shares under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisitionEvent. Notwithstanding any other provision of this Section 2(b), mergerin the event that two or more Events are occurring simultaneously during any period, reorganization, disposition or other similar transaction, then the Company may request a waiver of the in no event will Liquidated Damages, and Holder may grant or withhold its consent Damages be payable to any Buyer with respect to more than one Event during such request in its discretionperiod.
Appears in 1 contract
Sources: Registration Rights Agreement (Startech Environmental Corp)
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a2(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to each holder of Convertible Debentures, at the HolderCompany’s option, either an amount in cash or shares of the Company’s Common Stock, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 1.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent One Percent (21.0%) of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares; (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen percent Convertible Debentures under this Agreement shall be twelve (1512%) of the aggregate purchase price Purchase Price paid by Holder for such holder pursuant to the Registrable Securities. If Securities Purchase Agreement; and (3) the Company is unable shall not be liable for Liquidated Damages under this Agreement resulting from the failure of the Buyer to cause provide material information constituting a material legal requirement of the Registration Statement covering or resulting from a finding by the Registrable Securities SEC that the Buyer’s purchase of the Convertible Debentures or Warrants, as constituted in the Transaction Documents necessitates a renegotiation of material terms thereof after the filing of the Registration Statement. The partial Liquidated Damages pursuant to be filed or declared effective the terms hereof shall apply on or a daily pro-rata basis for any portion of a month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract
Failure to File or Obtain Effectiveness of the Registration Statement. 1. If If: (i) a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the its Filing Deadline Date (if the Company files a Registration Statement without affording the Holder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (1i)), or (ii) the Company will make fails to file with the SEC a payment to request for acceleration in accordance with Rule 461 promulgated under the HolderSecurities Act, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), in an amount equal to two percent (2%) within five Trading Days of the aggregate purchase price paid date that the Company is notified (orally or in writing, whichever is earlier) by Holder for the Registrable Securities for the initial day of failure to file such SEC that a Registration Statement by the Filing Deadline and for each subsequent 30-day period (pro rata for any portion thereof) thereafter for which no such Registration Statement is filed with respect to the Registrable Securities. Such payments shall be made to the Holder in cash no later than ten (10) Business Days after the Filing Deadline and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of ten percent (10%) per month on any Registration Liquidated Damages that shall will not be paid by the applicable payment date until such amounts are paid in full.
2. If: “reviewed,” or not subject to further review, or (iiii) a Registration Statement covering the Registrable Securities filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline (other than as a result of Holder not willing to comply with the Cut Back Securities requirement as set forth in Section 3(c))Deadline, or (iiiv) after the effectiveness, a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement ceases for any reason (includingto remain continuously effective as to all Registrable Securities for which it is required to be effective, without limitation, by reason of a stop order or the Company’s failure to update such Registration Statement) or the Holder is Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days) (each of (i) and (ii), a any such failure or breach being referred to as an “Maintenance FailureEvent”), then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, 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 will make a payment shall pay to the Holdereach holder of Convertible Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty (the “Effectiveness Liquidated Damages” and together with the Registration Liquidated Damagespenalty, the “Liquidated Damages”), in an amount equal to two percent (2%) 2.0% of the aggregate purchase price paid by Holder for such holder pursuant to the Registrable Securities for the initial day of a Maintenance Failure and for each 30-day period (pro rata Purchase Agreement for any portion thereof) thereafter until the Maintenance Failure is cured. The Effectiveness Liquidated Damages shall be paid monthly within ten (10) Business Days of the date of occurrence of any Maintenance Failure and the expiry of each subsequent 30-day period, as applicable. Such payments shall be made to the Holder in cash. Simple interest shall accrue at the rate of ten percent (10%) per month on any Convertible Debentures then held by such Effectiveness Liquidated Damages that shall not be paid by the applicable payment date until such amounts have been paid in full.
3holder. The parties agree that (i1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect to any period after the expiration of the Registration Period (it being understood that this sentence Company shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Registration Period), and in no event shall the aggregate amount of Liquidated Damages payable to the Holder exceed, in the aggregate, fifteen percent (15%) of the aggregate purchase price paid by Holder for the Registrable Securities, and (ii) except with respect to (x) the initial day of failure to file a Registration Statement by the Filing Deadline and (y) the initial day of any Maintenance Failure, in no event shall the Company be liable in any thirty (30) day period for Liquidated Damages under this Agreement in excess with respect to any Warrants or Warrant Shares and (2) the maximum aggregate Liquidated Damages payable to a holder of fifteen Convertible Debentures under this Agreement shall be twelve percent (1512%) of the aggregate purchase price Purchase Price paid by Holder such holder pursuant to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for the Registrable Securities. If the Company is unable to cause any portion of a Registration Statement covering the Registrable Securities to be filed or declared effective on or month prior to the Filing Deadline or Effectiveness Deadline, as applicable, as a result cure of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and Holder may grant or withhold its consent to such request in its discretionEvent.
Appears in 1 contract