Delay in Effectiveness of Registration Statement. In the event that the Registration Statement is not declared effective on or before the 120th day following the Closing Date (the "Penalty Date"), the Company shall pay to each Purchaser liquidated damages in an amount equal to 0.25% of the total purchase price of the Shares purchased by such Purchaser pursuant to this Agreement for each week after the Penalty Date that the Registration Statement is not declared effective.
Delay in Effectiveness of Registration Statement. (A) (1) In the event that such Registration Statement has not been declared effective within 90 days from the Filing Date, then the Conversion Price (as defined in the Certificate) shall be permanently reduced so that thereafter (subject to further adjustment as set forth herein, in the Certificate and in the other Transaction Documents) it shall be equal to the otherwise applicable Conversion Price multiplied by the "Applicable Percentage." The Applicable Percentage shall be 98% in the event the Registration Statement becomes effective within the first 30 day period after 90 days from the Filing Date. The Applicable Percentage shall be permanently reduced by an additional 1.5% if the Registration Statement is not effective within 120 days from the Filing Date and shall be further reduced an additional 1.5% during each successive 30 day period. For example, if the Registration Statement becomes effective on the 160th day following the Filing Date, the Applicable Percentage shall equal 5%, so that thereafter the Conversion Price shall be 95% of the otherwise applicable Conversion Price. Any adjustments made pursuant to the foregoing provisions shall also apply to the Conversion Price of Additional Preferred Shares. In addition to the foregoing, if the Registration Statement has not been declared effective within 150 days after the Filing Date, then each Holder shall have the right to sell, at any time after the 150th day after the Filing Date, any or all of its Preferred Shares, and Warrants to the Company for consideration (the "Mandatory Repurchase Price") equal to (I) for the Preferred Shares, the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company, or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash and (II) for the Warrants 120% of the product of (a) the difference between the greater of clauses (i) or (ii) above and the exercise price of the Warrants, multiplied by (b) the number of Warrants being sold to the Company, payable in cash.
Delay in Effectiveness of Registration Statement. (A) In the event that the Registration Statement has not been declared effective by the Effectiveness Deadline, then the Company shall pay to each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) thereafter during which the Registration Statement has not been declared effective, which Monthly Delay Payments shall not in the aggregate exceed the maximum percentage permitted by law.
Delay in Effectiveness of Registration Statement. (A) In the event that such Registration Statement has not been declared effective by: (x) the Effectiveness Deadline if the SEC does not elect to review the Registration Statement or (y) within 150 days of the Approval Date, if the SEC elects to review the Registration Statement, or the Company at any time fails to issue unlegended Registrable Securities to the extent required by Section 7 of the Amendment Agreement, then the Company shall pay each Holder (other than (i) in the case of a Registration Statement not declared effective, a Holder of Registrable Securities that the Company could exclude from registration in accordance with Section 9 and (ii) in the case of a failure to issue unlegended certificates in accordance with the Amendment Agreement, a Holder that is not a party to, including as a permitted assignee bound to, the Amendment Agreement) a Monthly Delay Payment (as defined below) with respect to each successive 30-day period (or portion thereof appropriately prorated) thereafter that effectiveness of the Registration Statement is delayed or failure to issue such unlegended Registrable Securities persists.
Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Date, VPVP shall be entitled to receive from Parent liquidated damages in an amount equal to 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement (a “Liquidated Damages Payment”); (ii) in the event the Registration Statement has not been filed with the SEC within sixty (60) days after the Measure Date, VPVP shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) in the event the Registration Statement has not been declared effective by the SEC within ninety (90) days after the Measure Date, VPVP shall be entitled to receive an additional Liquidated Damages Payment and (iv) Parent shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro rated for any period of less than thirty (30) days) until the Registration Statement has been declared effective; although in no event shall the aggregate Liquidated Damages Payments in any thirty- (30)-day period exceed 1.0% of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement.
Delay in Effectiveness of Registration Statement. If the Registration Statement is not (a) filed by the 120th day following the date of this Agreement or (b) declared effective within 180 days after the date of this Agreement, or within 270 days after the date of this Agreement if the SEC reviews the Registration Statement, then the Company shall pay the holders of the Underlying Stock to be registered liquidated damages of 1.0% of the aggregate purchase price paid by each such holder for every 90 day period commencing 270 days after such date, or such prorated amount as may apply, until such deficiency is cured.
Delay in Effectiveness of Registration Statement. If the Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date (subject to any extension for a permissible Suspension), then, in addition to any other rights available to the Purchasers, on such Required Effective Date and on each monthly anniversary of each such Required Effective Date (if the Registration Statement shall not have been declared effective by the Commission by such date) until the Registration Statement has been declared effective by the Commission, the Company shall pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1.5% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the Commission; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 8.2 shall not exceed 10% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to the Registration Statement not being declared effective by the Commission on or prior to its Required Effective Date. Notwithstanding the foregoing or anything to the contrary contained herein, no liquidated or other damages shall be due to a Purchaser in respect of (A) any limitation on the number of Shares that may be registered imposed by the Commission following the Company’s reasonable best efforts not to have such limitation imposed, or (B) the failure to have any Registration Statement declared effective on the Required Effective Date in the event that such failure results from a breach by such Purchaser of its obligations under this Agreement.
Delay in Effectiveness of Registration Statement. (A) In the event that such Registration Statement has not been declared effective within 60 days from the Tranche Closing Date, then the Company shall pay each Holder a Monthly Delay Payment (as defined below) for each 30 day period (or portion thereof) that effectiveness of the Registration Statement is delayed. In addition to the foregoing, if the Registration Statement has not been declared effective within 120 days after the Tranche Closing Date, then each Holder shall have the right to sell, at any time after the 120th day after the Tranche Closing Date, any or all of its Preferred Shares to the Company for consideration (the "Mandatory Repurchase Price") equal to the greater of (x) 120% of the Liquidation Preference of all such Preferred Shares being sold to the Company or (y) the Liquidation Preference for the Preferred Shares being sold to the Company divided by the then applicable Conversion Price multiplied by the greater of the last closing price of the Common Stock on (i) the date a Holder exercises its option pursuant to this Section 2(b) to require repurchase of Preferred Shares or (ii) the date on which the event triggering Holder's remedies under this Section 2(b) first occurred, in each case payable in cash.
Delay in Effectiveness of Registration Statement. In the event that the Registration Statement is not declared effective by the date that is ninety (90) days following the Closing Date or, in the event of a review of the Registration Statement by the SEC, one hundred twenty (120) days following the Closing Date, the Company shall pay to each Purchaser liquidated damages in an amount equal to two percent (2%) of the total purchase price of the Purchased Shares purchased by such Purchaser pursuant to this Agreement payable, at the election of the Company, (1) in cash or (2) in that number of shares of Common Stock equal to the amount owed in liquidated damages under this Section 5(b)(i) divided by the Per Share Price (rounding up to the nearest whole share).
Delay in Effectiveness of Registration Statement. If the Registration Statement is not filed by the Company with the Commission on or prior to the Filing Date, then for each month, consisting of a thirty (30) day period (a “Month”) (or pro rata portion thereof), following the Filing Date, until but excluding the date the Registration Statement is filed, or if the Registration Statement is not declared effective by the Commission by the Required Effective Date, then for each Month (or pro rata portion thereof) following the Required Effective Date, until but excluding the date the Commission declares the Registration Statement effective, the Company shall, for each such Month (pro rated for any period less than thirty (30) days), pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount equal to one and one-half percent (1.5%) of the aggregate purchase price paid by such Purchaser for its Units pursuant to this Agreement; and for any such Month, such payment shall be made no later than the fifth (5th) business day of the calendar month next succeeding the applicable Month for which payment is to be made by the Company. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay such liquidated damages to more than one Purchaser in respect of the same Shares for the same period of time and in no event shall the Company be required to pay aggregate liquidated damages under this Section 7.7 in excess of twelve percent (12%) of the aggregate purchase price paid by the Purchasers for the Units pursuant to this Agreement. Such payments shall be made to the Purchaser in cash.
