Automatic Registration. The Company hereby agrees with the Subscribers or their transferees (other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the “Holders”) that no later than three months following the date of the Final Closing (the “Filing Date”), the Company shall prepare and file a registration statement under the 1933 Act with the SEC covering the resale of the Shares, and the Company will use its best efforts to cause such registration to become effective within six months after the Final Closing (the “Effectiveness Date”); provided, however, that the Subscribers agree that the company may avail itself of Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the registration statement. In the event that the Company’s registration statement has not been filed on or prior to the Filing Date or has not been declared effective by the SEC on or before the Effectiveness Date, the Company shall pay each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder for the Shares that are then held by such Holder for each thirty (30) day period (prorated on a daily basis for partial periods) until such time as the registration statement is filed or effective, as the case may be; provided, however, that no such liquidated damages shall be due or payable with respect to any Shares withdrawn from the registration as a result of any SEC comment asserting that the applicable selling stockholder shall be deemed an underwriter with respect to such registration. While such event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on which such event has been cured by the Company. The Company’s obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 or an effective registration statement, or (b) such time as the Shares are eligible for immediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company would be required to disclose under the registration statement, then the Company may postpone or suspend filing or effectiveness of the registration statement, without any penalty or liquidated damages, for a period not to exceed 45 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 4.1 for more than 90 days in the aggregate during any 12-month period (each, a “Blackout Period”).
Appears in 1 contract
Samples: Subscription Agreement (Averion International Corp.)
Automatic Registration. The Company hereby agrees with the Subscribers or their transferees (other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the “Holders”) that no later than three months Within 45 days following the date of the Final Initial Closing Date (the “Filing Date”"FILING Deadline"), the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other appropriate registration document under the 1933 Act with the SEC covering relating to the resale by the Holders of the SharesRegistrable Securities held by all Holders, and up to 767,103 additional shares of Common Stock held by persons having similar registration rights (the "INITIAL REGISTRATION SHARES"). The Company shall use commercially reasonable efforts to ensure that such Registration Statement (the "INITIAL REGISTRATION STATEMENT") is declared effective within 150 days of the Initial Closing Date (the "EFFECTIVENESS DEADLINE"). The Company will use its best efforts agree to cause such registration take all actions as are necessary to become keep the Initial Registration Statement effective within six months after until the Final Closing date on which all securities registered thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (the “Effectiveness Date”"EFFECTIVENESS PERIOD"); provided, however, that the Subscribers agree that the company may avail itself of Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the registration statement. In the event that the Company’s registration statement has If: (i) such Initial Registration Statement is not been filed on or prior to the Filing Date or has Deadline, (ii) such Initial Registration Statement is not been declared effective by the SEC Commission (or otherwise does not become effective) on or before prior to its Effectiveness Deadline or (iii) after its effective date, such Initial Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Effectiveness DateCompany's failure to update the Registration Statement), but excluding the Company shall pay each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder for the Shares that are then held by such Holder for each thirty (30) day period (prorated on a daily basis for partial periods) until such time as the registration statement is filed or effective, as the case may be; provided, however, that no such liquidated damages shall be due or payable with respect to any Shares withdrawn from the registration as a result inability of any SEC comment asserting that Holder to sell the applicable selling stockholder shall be deemed an underwriter with respect Registrable Securities covered thereby due to such registration. While such event continuesmarket conditions, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages to remain continuously effective and available to the Holders as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on to all Registrable Securities to which such event has been cured by the Company. The Company’s obligation it is required to keep the registration statement effective shall continue until the earlier of (a) cover at any time prior to the date that all of is one year from the Shares have been sold pursuant to Rule 144 or an effective registration statement, or (b) such time as the Shares are eligible for immediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company would be required to disclose under the registration statement, then the Company may postpone or suspend filing or effectiveness of the registration statement, without any penalty or liquidated damagesInitial Closing Date, for a period not to exceed 45 an aggregate of more than 30 consecutive days, provided that the Company may not postpone Trading Days or suspend its obligation under this Section 4.1 for more than 90 days an aggregate of 60 Trading Days in the aggregate during any 12-month period (eachwhich need not be consecutive), a “Blackout Period”(any such failure or breach in clauses (i)., (ii) or (iii) above being referred to as an "EVENT," and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date which such 30 consecutive or 60 Trading Day period (as applicable) is exceeded, being referred to as "EVENT DATE"), then in addition to any other rights available to the Holders: on each monthly anniversary of each such Event Date thereof (if the applicable Event
Appears in 1 contract
Automatic Registration. The Company hereby agrees with the Subscribers holders of the Common Stock and Warrants or their transferees (other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the “Holders”"SECURITIES HOLDERS") that no later than three months ten (10) calendar days following the date of the Final Closing (the “Filing Date”)Closing, the Company shall prepare and file a registration statement under the 1933 Securities Act with the SEC covering the resale of Common Stock and Warrant Shares (the Shares"REGISTRABLE SECURITIES"), and the Company will use its best efforts to cause such registration to become effective as promptly as practicable and within six months after the Final Closing ninety (the “Effectiveness Date”); provided, however, that the Subscribers agree that the company may avail itself of Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the registration statement90) days thereafter. In the event that the Company’s If (i) a registration statement has covering applicable Registrable Securities is not been filed on or prior to before ten (10) calendar days following the Filing Date date of the Closing, or has (ii) a registration statement covering applicable Registrable Securities is not been declared effective by the SEC on or before the Effectiveness Datedate ninety (90) days thereafter (any such failure or breach being referred to as an "EVENT," and the date on which such Event occurs being referred to as an "EVENT DATE"), then, in any such case, as partial relief for the damages suffered therefrom by the Securities Holders (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall shall, on the Event Date and on the first day of each month following the Event Date until the triggering Event is cured, pay to each Securities Holder an amount aggregate amount, in cash, as liquidated damages and not as a penalty, equal to 1.0an amount equal to two percent (2%) (the "APPLICABLE PERCENTAGE") of $1,959,999, which is the aggregate fair market value of the Registrable Securities on the date hereof (the "SHARE MARKET VALUE") (calculated as $39,200) (the "LIQUIDATED DAMAGES"). The Liquidated Damages shall be payable for each month, or prorated for each portion thereof, that an Event has occurred and is continuing. In addition, for each month, or portion thereof, after the first month that Liquidated Damages are required to be paid hereunder, the Applicable Percentage shall be increased by one percentage point (for example, Liquidated Damages shall equal 2% of the aggregate purchase price paid by such Holder Share Market Value for the Shares that first month following an Event Date, 3% of the Share Market Value for the next month, and so on until the Event has been cured). The payments to which a Securities Holder shall be entitled pursuant to this Section are then held by such Holder for each thirty (30) day period (prorated referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be calculated on a daily basis cumulative basis. If the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 2.0% per month (or the maximum rate permitted by law), pro-rated for partial periods) months, until paid in full. The obligation of the Company under this Section 4.1 shall be limited to one registration statement and shall not apply to any Registrable Securities that at such time as the registration statement is filed or effective, as the case may be; provided, however, that no such liquidated damages shall be due or payable with respect to any Shares withdrawn from the registration as a result of any SEC comment asserting that the applicable selling stockholder shall be deemed an underwriter with respect to such registration. While such event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on which such event has been cured by the Company. The Company’s obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 or an effective registration statement, or (b) such time as the Shares are eligible for immediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company would be required to disclose under the registration statement, then the Company may postpone or suspend filing or effectiveness of the registration statement, without any penalty or liquidated damages, for a period not to exceed 45 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 4.1 for more than 90 days in the aggregate during any 12-month period (each, a “Blackout Period”)Securities Act.
Appears in 1 contract
Samples: Subscription Agreement (Frontline Communications Corp)
Automatic Registration. (a) The Company hereby agrees with the Subscribers or their transferees (other than a transferee who acquires shares pursuant shall use its best efforts to the Rule or an effective registration statement) (collectively, the “Holders”) that no later than three months following the date of the Final Closing (the “Filing Date”), the Company shall prepare and file a registration statement covering thirty three and one-third percent (33-1/3%) of the Registrable Securities (registration of 500,000 of such shares shall be designated by Kirk Xxxxxxxx xxx the remainder by Warrxx Xxxxx) (xhe "Initial Registration Statement") with the Securities and Exchange Commission (the "SEC") under the 1933 Act with as soon as practicable following the SEC covering first anniversary of this Agreement (the resale of the Shares, and the "First Required Filing Date"). The Company will shall use its best efforts to cause such registration Initial Registration Statement to become effective within six months after under the Act as soon as practicable thereafter and shall maintain the effectiveness of the Initial Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that all of the Holders thereof receive an opinion of counsel to the Company that the Registrable Securities may be sold under the provisions of Rule 144(k) promulgated under 2 the Act (or any successor provision), so as to permit the public offer and sale of the Registrable Securities.
(b) In addition to the First Registration Statement, the Company shall use its best efforts to file a registration statement covering an additional thirty three and one-third percent (33-1/3%) of the Registrable Securities (registration of 1,872,223 of such shares shall be designated by Warrxx Xxxxx xxx the remainder by Kirk Xxxxxxxx) (xhe "Second Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Act as soon as practicable following the second anniversary of this Agreement (the "Second Required Filing Date"). The Company shall use its best efforts to cause such Second Registration Statement to become effective under the Act as soon as practicable thereafter and shall maintain the effectiveness of the Second Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that all of the Holders thereof receive an opinion of counsel to the Company that the Registrable Securities may be sold under the provisions of Rule 144(k) promulgated under the Act (or any successor provision), so as to permit the public offer and sale of the Registrable Securities.
(c) In addition to the Initial Registration Statement and the Second Registration Statement, the Company shall use its best efforts to file a registration statement covering the remaining thirty three and one-third percent (33-1/3%) of the Registrable Securities owned by each Holder (the "Final Registration Statement") with the SEC under the Act as soon as practicable following the date which is three years from the date of Closing (as defined in the Merger Agreement) (the "Final Required Filing Date"). The Company shall use its best efforts to cause such Final Registration Statement to become effective under the Act as soon as practicable thereafter and shall maintain the effectiveness of the Final Closing Registration Statement until the earlier of (i) the date that all of the Registrable Securities have been sold or (ii) the date that all of the holders thereof receive an opinion of counsel to the Company that the Registrable Securities may be sold under the provisions of Rule 144(k) promulgated under the Act (or any successor provision), so as to permit the public offer and sale of the Registrable Securities.
(d) Notwithstanding the provision under Section 2(a), 2(b) or 2(c) hereof, if, at the time of the First Required Filing Date, the Second Required Filing Date or the Final Required Filing Date, as the case may be, the Company is negotiating a merger, consolidation, acquisition or sale of all or substantially all of its assets or a similar transaction and in the written opinion of counsel to the Company, the Initial Registration Statement, the Second Registration Statement or the Final Registration Statement, as the case may be, would be required to include information concerning such transactions or the parties thereto that is not available at the time, the Company shall promptly so advise the Holders of the Registrable Securities and, at the Company's election, to be set forth in such notice ("Notice of Postponement"), the filing of either the Initial Registration Statement, the Second Registration Statement or the Final Registration Statement, as the case may be, may be postponed for a period not to exceed the lesser of (i) the date such information becomes available to the Company or (ii) ninety (90) days from the First Required Filing Date, the Second Required Filing Date or the Final Required Filing Date, as the case may be (the “Effectiveness Date”"Postponement Period"); provided, however, that the Subscribers agree that the company may avail itself of Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the registration statement. In the event that the Company’s registration statement has not been filed on or prior to the Filing Date or has not been declared effective by the SEC on or before the Effectiveness Date, the Company shall pay each Holder an amount in cash, as liquidated damages not be permitted to give any such Notice of Postponement and not as a penalty, equal to 1.0% so postpone the filing of the aggregate purchase price paid by such Holder for the Shares that are then held by such Holder for each thirty (30) day period (prorated on a daily basis for partial periods) until such time as the registration statement is filed or effective, as the case may be; provided, however, that no such liquidated damages shall be due or payable with respect to any Shares withdrawn from the registration as a result of any SEC comment asserting that the applicable selling stockholder shall be deemed an underwriter with respect to such registration. While such event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on which such event has been cured by the Company. The Company’s obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 or an effective registration statement, or (b) such time as the Shares are eligible for immediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company would be required to disclose under the registration statement, then the Company may postpone or suspend filing or effectiveness of the registration statement, without any penalty or liquidated damages, for a period not to exceed 45 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 4.1 for more than 90 days in the aggregate during any 12-month period (each, a “Blackout Period”).once. 3
Appears in 1 contract
