Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1

Appears in 5 contracts

Sources: Subscription Agreement (American Oriental Bioengineering Inc), Subscription Agreement (American Oriental Bioengineering Inc), Subscription Agreement (American Oriental Bioengineering Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 5 contracts

Sources: Subscription Agreement (Force Protection Inc), Subscription Agreement (Isecuretrac Corp), Subscription Agreement (Isecuretrac Corp)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 4 contracts

Sources: Subscription Agreement (One Voice Technologies Inc), Subscription Agreement (One Voice Technologies Inc), Subscription Agreement (One Voice Technologies Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 4 contracts

Sources: Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three ten (310) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further commentsreviewed, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 3 contracts

Sources: Subscription Agreement (Wizzard Software Corp /Co), Subscription Agreement (American Water Star Inc), Subscription Agreement (Wizzard Software Corp /Co)

Non-Registration Events. The Company and the Subscribers agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three ten (310) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement registration statement described in Section 11.1(iv) will not be reviewed or that the Commission has no further commentsreviewed, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 3 contracts

Sources: Subscription Agreement (Genesis Technology Group Inc), Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Eternal Technologies Group Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within three (3) business days of after receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 3 contracts

Sources: Subscription Agreement (Tasty Fries Inc), Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within three five (35) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 3 contracts

Sources: Subscription Agreement (Techedge Inc), Subscription Agreement (Techedge Inc), Subscription Agreement (SiVault Systems, Inc.)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within three two (32) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 2 contracts

Sources: Subscription Agreement (Tissera Inc), Subscription Agreement (Joystar Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement on Form S-3 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three ten (310) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement registration statement described in Section 11.1(iv) will not be reviewed or that the Commission has no further commentsreviewed, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 2 contracts

Sources: Subscription Agreement (New Dragon Asia Corp), Subscription Agreement (New Dragon Asia Corp)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iv) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 2 contracts

Sources: Subscription Agreement (One Voice Technologies Inc), Subscription Agreement (One Voice Technologies Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further commentsreviewed, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 2 contracts

Sources: Subscription Agreement (Tissera Inc), Subscription Agreement (Tissera Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within three four (34) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 2 contracts

Sources: Subscription Agreement (Wizzard Software Corp /Co), Subscription Agreement (Wizzard Software Corp /Co)

Non-Registration Events. The Company and the Subscribers agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed registration statement on Form S-1 or before the Filing Date, (iisuch other form described in Section 11.1(iv) is not declared effective on or before the sooner of the Effective Date, or within three five (35) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 1 contract

Sources: Subscription Agreement (NCT Group Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the any Registration Statement is not filed on or before the Filing Date, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) if the Registration Statement is not declared effective within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 1 contract

Sources: Subscription Agreement (One Voice Technologies Inc)

Non-Registration Events. The Company and the Subscribers ----------------------- agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further commentsreviewed, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 1 contract

Sources: Subscription Agreement (Goldspring)

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Sellers Seller will suffer damages if the Registration Statement any registration statement required under Section 11.1(iv) above is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement on Form SB-2 or such other form described in Section 11.1(iv) is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iviii) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 1 contract

Sources: Subscription Agreement (Bravo Foods International Corp)

Non-Registration Events. The Company and the Subscribers Purchasers agree ----------------------- that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i12.1(i) or 10.1(ii12.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 12 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Sections 10.1(i12.1(i) or 10.1(ii12.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iv) any registration statement described in Sections 10.1(i12.1(i), 10.1(ii12.1(ii) or 10.112.1

Appears in 1 contract

Sources: Securities Purchase Agreement (Pathogenics, Inc.)

Non-Registration Events. The Company and the Subscribers Subscriber agree ----------------------- that the Sellers Seller will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) above is not filed within 60 sixty (60) days after written request by the Holder and not declared effective by the Commission within 120 one hundred twenty (120) days after such requestrequest (or the Filing Date and Effective Date, respectively, in reference to the registration statement on Form SB-2), and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement registration statement described in Sections 10.1(i) is not filed within sixty (60) days of such written request, or is not declared effective by the Commission on or prior to the date that is one hundred twenty (120) days after such request, or (ii) the registration statement on Form SB-2 is not filed on or before the Filing Date, (ii) is Date or not declared effective on or before the sooner of the Effective Date, or within three five (35) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement registration statement described in Section 10.1(ii) will not be reviewed or that the Commission has no further comments, (iii) if the any registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1

Appears in 1 contract

Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/)

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Sellers Seller will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i8.1(i) or 10.1(ii8.1(ii) above is not filed within 60 days after written request by the Holder and not declared effective by the Commission within 120 days after such requestrequest or within 120 days after the Closing Date in reference to the Registration Statement on Form SB-2 or such other form described in Section 8.1(iv), and maintained in the manner and within the time periods contemplated by Section 10 8 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Sections 8.1(i) or 8.1(ii) is not filed within 60 days of such written request, or is not declared effective by the Commission on or before prior to the Filing Datedate that is 120 days after such request, or (ii) the registration statement on Form SB-2 or such other form described in Section 8.1(iv) is not declared effective on or before the sooner of 120 days after the Effective Closing Date, or within three ten (310) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Sections 10.1(iSection 8.1(iv) or 10.1(ii) is will not filed within 60 days after such written request, or is not declared effective within 120 days after such written requestbe reviewed, or (iviii) any registration statement described in Sections 10.1(i8.1(i), 10.1(ii8.1(ii) or 10.18.1

Appears in 1 contract

Sources: Subscription Agreement (Usa Technologies Inc)

Non-Registration Events. The Company and the Subscribers agree that ------------------------ the Sellers will suffer damages if the Registration Statement any registration statement is not filed by the required Filing Date or Second Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement any registration statement is not filed on or before the required Filing Date or the Second Filing Date, as applicable, (iiB) is not declared effective on or before the sooner of the Effective Date, or (C) the registration statement is not declared effective within three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement registration statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 1 contract

Sources: Subscription Agreement (FTS Group, Inc.)

Non-Registration Events. The Company and the Subscribers Subscriber agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or before the Filing Date, (iiB) the Registration Statement is not declared effective on or before the sooner of the Effective Date, or (C) the Registration Statement is not declared effective within three (3) business days of after receipt by the Company or its attorneys of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiD) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (ivE) any registration statement described in Sections 10.1(i11.1(i), 10.1(ii11.1(ii) or 10.111.1

Appears in 1 contract

Sources: Subscription Agreement (Universal Communication Systems Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 11 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) Date or is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iiiii) if the registration statement described in Sections 10.1(i11.1(i) or 10.1(ii11.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1is

Appears in 1 contract

Sources: Subscription Agreement (International Card Establishment Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) is ii)is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 days after such written request, or (iv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1

Appears in 1 contract

Sources: Subscription Agreement (American Oriental Bioengineering Inc)

Non-Registration Events. The Company and the Subscribers agree that the Sellers will suffer damages if the Registration Statement is not filed by the Filing Date and not declared effective by the Commission by the Effective Date, and any registration statement required under Section 10.1(i) or 10.1(ii) is not filed within 60 days after written request and declared effective by the Commission within 120 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 10 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or before the Filing Date, (ii) is not declared effective on or before the sooner of the Effective Date, or within three (3) business days of receipt by the Company of a written or oral communication from the Commission that the Registration Statement will not be reviewed or that the Commission has no further comments, (iii) if the registration statement described in Sections 10.1(i) or 10.1(ii) is not filed within 60 days after such written request, or is not declared effective within 120 150 days after such written request, or (iv) any registration statement described in Sections 10.1(i), 10.1(ii) or 10.1

Appears in 1 contract

Sources: Subscription Agreement (Emergency Filtration Products Inc/ Nv)