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. (b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the
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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.
(b) Liquidated Damages Payments may, at VPVP’s 's option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by thethe fifth (5th) Business Day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof, as applicable (the "Payment Period").
(c) In the event that VPVP elects to receive Liquidated Damages Payments in the form of New Athletics Common Stock, and such payments would result in the issuance of shares in excess of the Share Cap, Parent shall, at VPVP's election, either:
(i) issue VPVP shares of New Athletics Common Stock up to the Share Cap and deliver the remainder of the Liquidated Damages Payments in cash, such payments to be made within the Payment Period; or
(ii) issue VPVP shares of New Athletics Common Stock up to the Share Cap within the Payment Period, and then use its commercially reasonable efforts to obtain stockholder approval for the issuance to VPVP of shares of New Athletics Common Stock in excess of the Share Cap.
(d) Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 6.2 shall be VPVP's sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 6.2(a) hereof; provided, however, that VPVP shall retain all equitable remedies then available to it.
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Delay in Effectiveness of Registration Statement. (a) Parent further agrees that (i) in In the event that the Registration Statement is not declared effective by the Required Effective Date, the Company shall pay to each Purchaser liquidated damages (in addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), at a rate equal to one percent (1%) per month of the total purchase price of the Purchased Securities purchased by such Purchaser pursuant to this Agreement for the period from and including the first day following the Required Effective Date, until, but excluding, the date the SEC declares the Registration Statement effective. Such liquidated damages shall be payable monthly in cash. Lapse in Effectiveness of Registration Statement. In the event that the Registration Statement is filed and declared effective and the Company has not been exercised its suspension rights pursuant to Section 5(c)(ii) below, if, during the Registration Period, the Registration Statement shall thereafter cease to be effective or useable or the prospectus included in the Registration Statement (the "PROSPECTUS", as amended or supplemented by any prospectus supplement and by all other amendments thereto and all material incorporated by reference in such Prospectus) ceases to be usable, in either case, in connection with resales of Registrable Shares, without such lapse being cured within ten (10) business days (the "CURE PERIOD") by a post-effective amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC within thirty (30pursuant to Section 13(a), 13(c), 14 or 15(d) days after of the Measure DateExchange Act that cures such lapse, VPVP then the Company shall be entitled pay to receive from Parent each Purchaser, liquidated damages (in an amount addition to the rights and remedies available to each Purchaser under applicable law and this Agreement), for the period from and including the first day following the expiration of the Cure Period until, but excluding, the earlier of (1) the date on which such failure is cured and (2) the date on which the Registration Period expires, at a rate equal to 1.0% two percent (2%) per annum (pro rata on a 360-day year basis) of the total aggregate purchase price of the Registrable Shares Purchased Securities purchased by VPVP that are such Purchaser pursuant 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 this Agreement. Such liquidated damages shall be entitled to receive from Parent an additional Liquidated Damages Payment; (iii) payable monthly 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 Statementcash.
(b) Liquidated Damages Payments may, at VPVP’s option, be delivered to VPVP in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent shall deliver all Liquidated Damages Payments to VPVP by the
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Samples: Securities Purchase Agreement (Serviceware Technologies Inc/ Pa)
Delay in Effectiveness of Registration Statement. (a) Parent The Company further agrees that that:
(i) in the event the Registration Statement has not been filed with the SEC within thirty (30) days after the Measure Registration Demand Date, VPVP the Investor shall be entitled to receive from Parent the Company liquidated damages in an amount equal to one percent (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 Registration Demand Date, VPVP the Investor shall be entitled to receive from Parent the Company 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 Registration Demand Date, VPVP the Investor shall be entitled to receive an additional Liquidated Damages Payment and Payment; and
(iv) Parent the Company shall make an additional Liquidated Damages Payment for each thirty- (30)-day period thereafter (pro 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 one percent (1.0% %) of the total aggregate purchase price of the Registrable Shares purchased by VPVP that are to be registered on such Registration Statement.
(b) Liquidated Damages Payments may, at VPVPthe Investor’s option, be delivered to VPVP the Investor in the form of cash or New Athletics Common Stock. Except as provided in Section 6.2(c)(ii) hereof, Parent The Company shall deliver all Liquidated Damages Payments to VPVP the Investor by thethe fifth (5th) business day after the occurrence of the events described in clauses (i), (ii), (iii) or (iv) of Section 7.2(a) hereof, as applicable.
(c) Notwithstanding anything to the contrary contained in this Section 7.2 or in any other provision of this Agreement, the Liquidated Damages Payments provided in this Section 7.2 shall be the Investor’s sole and exclusive monetary remedy in the event of the occurrence of any of the events described in clauses (i), (ii), (iii) or (iv) of Section 7.2(a) hereof; provided, however, that the Investor shall retain all equitable remedies then available to it.
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