Registration Delay Payments Clause Samples

The Registration Delay Payments clause establishes a financial penalty or compensation mechanism when there is a delay in registering a property or asset as required by the contract. Typically, this clause specifies that the responsible party must pay a predetermined amount for each day or period the registration is delayed beyond an agreed deadline. For example, if a developer fails to register a new apartment with the relevant authorities on time, they may owe the buyer a daily fee until registration is complete. The core function of this clause is to incentivize timely registration and compensate the affected party for any inconvenience or loss caused by the delay.
Registration Delay Payments. If (i) any Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (ii) on any day after the applicable Effective Date (other than during an Allowed Delay) sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement or otherwise, including, without limitation, because of the suspension of trading or any other limitation imposed by a National Exchange, a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock, but excluding the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall constitute the Investors’ exclusive monetary relief for such delay but shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Subscription Agreement) of such Investor's Registrable Securities whether or not included in such Registration Statement on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth day aft...
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Registration Delay Payments. Effective simultaneously with the Holder’s receipt of the Note and Warrant, the Holder hereby waives (i) all Registration Delay Payments accrued and owing to the Holder under the Registration Rights Agreement and (ii) the Effectiveness Failure (as defined in the Registration Rights Agreement) that occurred prior to the date hereof under Section 2(e) of the Registration Rights Agreement as a result of the failure of the Registration Statement (as defined in the Registration Rights Agreement) initially filed by the Company with the SEC on September 11, 2007 to be declared effective by the SEC on or before the Effectiveness Deadline (as defined in the Registration Rights Agreement) for such Registration Statement.
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Registration Delay Payments. (a) Notwithstanding any thing to the contrary contained in the Registration Rights Agreement, the Investors shall not be entitled to be paid any Registration Delay Payments under Section 1(f)(i) of the Registration Rights Agreement for failure to file with the Commission any Registration Statement with respect to the Additional Convertible Notes, if any, or any of the shares of Common Stock issuable upon the conversion of any of the Additional Convertible Notes unless the Option Registration Statement is not filed on or before the Option Registration Statement Deadline. (b) Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Investors shall not be entitled to be paid any Registration Delay Payments under Section 1(f)(i) of the Registration Rights Agreement for failure of any Registration Statement with respect to the Additional Convertible Notes, if any, or any of the shares of Common Stock issuable upon the conversion of any of the Additional Convertible Notes to be declared effective by the Commission unless the Option Registration Statement is not so declared effective before the Option Registration Statement Effectiveness Deadline.
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Registration Delay Payments. For an avoidance of doubt, any Registration Delay Payments due under the Section 2(e) of the Registration Rights Agreement due as a result of the Company’s failure to have the Registration Statement declared effective by the Effectiveness Deadline shall not be waived and shall remain enforceable. All outstanding Registration Delay Payments, as of the date hereof, shall be paid on or about the date of this Agreement.
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Registration Delay Payments. Notwithstanding the foregoing, the provisions of Section 2(d) of the Registration Statement are incorporated herein by reference.
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Registration Delay Payments. The Company hereby covenants that it shall pay any Registration Delay Payments or other amounts due and payable under the November SPA to any Buyer that is also a November Investor promptly when due under the November SPA.
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Registration Delay Payments 
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Related to Registration Delay Payments

  • Registration Fees 21.01 The Employer shall reimburse an employee for the payment of membership or registration fees to an organization or governing body when the payment of such fees is a requirement for the continuation of the performance of the duties of the employee’s position.

  • Registration Fee In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $5,000 from the Transferor Lender or (at the Agent’s option) the Transferee Lender.

  • Delay in Filing; Suspension of Registration If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than twice during any twelve (12)-month period, (ii) for a period exceeding sixty (60) days on any one occasion or (iii) for an aggregate of more than ninety (90) days in any twelve (12)-month period. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

  • REGISTRATION OF EZ2BID 3.1 E-bidders will log in into ESZAM AUCTIONEER SDN BHD secured website. E-bidders shall provide true, current and accurate information to register as a user.

  • Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.