Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 4 contracts
Samples: Registration Rights Agreement (Western Magnesium Corp.), Registration Rights Agreement (Glimpse Group, Inc.), Registration Rights Agreement (Mechanical Technology Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 4 contracts
Samples: Registration Rights Agreement (GT Biopharma, Inc.), Registration Rights Agreement (GT Biopharma, Inc.), Registration Rights Agreement (GT Biopharma, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable respective Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “"Effectiveness Failure”) or "); (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively "); or (iii) the Seller shall fail to cause the Company to comply with Section 8 below (a Registration "Public Information Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), ; then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company Seller shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half a percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities (whether or not included in such Registration Statement) paid to the Seller at the time of such failure, on each of the following dates: (i) the day of a Registration Filing Failure, ; (ii) the day of a Filing an Effectiveness Failure; (iii) the initial day of an Effectiveness a Maintenance Failure; (iv) the initial day of a Maintenance Public Information Failure; (v) on the every thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (viivi) on the every thirtieth day after the date day 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 (viiivii) on the every thirtieth day after the initial date day of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (viii) on every thirtieth day after the event that there shall be more initial day of a Public Information Failure and thereafter (pro rated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company Seller fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 3 contracts
Samples: Registration Rights Agreement (China Precision Steel, Inc.), Registration Rights Agreement (China Precision Steel, Inc.), Registration Rights Agreement (China Precision Steel, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Shares or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the day of a Filing FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Filing Failure is cured; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysTrading Days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date day of a Maintenance Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty daysTrading Days) until such Maintenance Failure is cured; provided, that aggregate amount of all Registration Delay Payments to all holders shall not exceed $5,000 per Trading Day and ten percent (10%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price), and provided howeverfurther, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the SEC’s XXXXX system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period. For the avoidance of doubt, in the event that there shall be more than one of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure occurring simultaneouslyor Effectiveness Failure, the 1.0% Company shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall only be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as required to make Registration Delay Payments with respect to one such Failures are simultaneous)event. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 3 contracts
Samples: Registration Rights Agreement (Solidion Technology Inc.), Registration Rights Agreement (Tantech Holdings LTD), Registration Rights Agreement (Solidion Technology Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0then 1.5% shall apply in the aggregate (e.g., during any single or multiple Failure, 11.5% shall be due, however 11.5% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iiiii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 3 contracts
Samples: Registration Rights Agreement (Deep Green Waste & Recycling, Inc.), Registration Rights Agreement (Sylios Corp), Registration Rights Agreement (Sylios Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen five percent (155.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 3 contracts
Samples: Registration Rights Agreement (WPCS International Inc), Registration Rights Agreement (WPCS International Inc), Registration Rights Agreement (WPCS International Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510.0%) of the aggregate Purchase Price, Price and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)limitations.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ener-Core Inc.), Registration Rights Agreement (Ener-Core Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the Initial Registration Statement when declared effective fails Commission on or prior to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) a the 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 Statement, as applicable, is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission (or otherwise does not become effective) for any reason on or before prior to the applicable Effectiveness Deadlineeffectiveness deadline set forth in Section 2.1.1, (an “Effectiveness Failure”) 2.3, or 2.5, as applicable, or (iii) on any day after the applicable Effective Dateits effective date, sales of all of the Registrable Securities required to be included on (A) such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise ceases for any reason (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which remedy such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or have been cured by such date) until the additional obligation of the Company to register any Cutback Shares)applicable Event is cured, the Company shall pay to each holder of Registrable Securities relating to Holder, at each such Registration Statement Holder’s election (each, an “Electing Holder”), an amount in cash cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to one two percent (1.02.0%) of the aggregate Subscription Amount Aggregate Assumed Purchase Price (as defined in below) paid by such Electing Holder for the Securities Purchase Agreement) of such Investor’s Registrable Securities whether for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not included apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, on each of the following dates: is filed, effective, or available for use as provided in clauses (i) the day of a Registration Failure, (ii) the day of a Filing Failure; through (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however), in the event that there shall be more than one Failure occurring simultaneouslyeach case, the 1.0% shall apply in the aggregate (e.g.as applicable, during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as with respect to such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay PaymentsRegistrable Securities.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Growth Capital Acquisition Corp.), Registration Rights Agreement (Growth Capital Acquisition Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial a Registration Statement when declared effective fails to register all of the Initial Required Registration Amount of Initial Registrable Securities required or requested to be included therein (other than (x) by reason of Section 2.1(b) or (y) because the SEC advises or requires the Company to reduce the number of Registrable Securities to be included in such offering (a SEC requirement will be deemed to have occurred if the SEC would treat an Investor as an underwriter absent such reduction)) (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or or, (B) filed with the SEC but not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (as defined below) (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement (as in effect on the Effective Date) cannot be made (other than during an Allowable Grace a Blackout Period (as defined in Section 3(r)2.9)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or a failure due to maintain the listing a suspension or delisting of the applicable Registered Securities that are Common Stock, Preferred Stock or Warrants on its principal trading market or exchange) (a “Maintenance Failure” and collectively with any of a Registration Failure, a Filing Failure, and an Effectiveness Failure or Maintenance Failure, the “Failures” and each a “Registration Statement Failure”), ) then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Investor which holds Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount purchase price paid by such Investor (as defined in or with respect to any assignee of an original Buyer, the Securities Purchase Agreementoriginal Buyer) of under such Investor’s (or with respect to any assignee of an original Buyer, such original Buyer’s) Exchange Agreement for the portion of the Registrable Securities whether or not included in subject to and limited by such Registration Statement, Statement Failure on each of the following dates: (iI) the day of a Registration Failure, ; (iiII) the day of a Filing Failure; (iiiIII) the day of an Effectiveness Failure; (ivIV) the initial day of a Maintenance Failure; (vV) on the thirtieth (30th) day after the date of a Registration Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (viVI) on the thirtieth (30th) day after the date of a Filing Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (viiVII) on the thirtieth (30th) day after the date of an Effectiveness Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viiiVIII) on the thirtieth (30th) day after the initial date of a Maintenance Failure and every thirtieth (30th) day thereafter (pro pro-rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured; provided however, in . The Company shall also pay the event that there shall be more than one Failure occurring simultaneously, reasonable fees of Legal Counsel to enforce the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)provisions hereof. The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g2.7(c) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, Registration Delay Payments shall will not be paid payable to an Investor to the extent that incomplete or incorrect information submitted to the Company by or on behalf of such Investor (or, with respect to any Investor that is not an original Buyer, the earlier original Buyer that assigned the Registrable Securities to the Investor) is the proximate cause of (I) the dates set forth above and (II) the third Business Day after the event or failure Registration Statement Failure giving rise to the Company’s requirement to make a Registration Delay Payments is curedPayment. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Registration Delay Payments shall be paid within three (3) Business Days after the day of the Registration Failure, Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. Notwithstanding anything to the contrary contained hereinin this Agreement, if there is more than one type of Registration Statement Failure occurring concurrently with respect to the same Registrable Securities, any Registration Delay Payments under this Section 2.7(c) shall (i) not, in not be cumulative or aggregated for each type of Registration Statement Failure occurring concurrently with respect to the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the same Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Tempus Applied Solutions Holdings, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief the sole and exclusive remedy for the damages to any holder by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equity, including, without limitation, specific performance or its ability to sell the additional obligation of the Company to register any Cutback Shares)applicable Registrable Securities, 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 Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen five percent (155.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (DropCar, Inc.), Registration Rights Agreement (DropCar, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the Initial Registration Statement when declared effective fails Commission on or prior to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) a the 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 Statement, as applicable, is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission (or otherwise does not become effective) for any reason on or before prior to the applicable Effectiveness Deadlineeffectiveness deadline set forth in Section 2.1.1, (an “Effectiveness Failure”) or 2.3, as applicable, or (iii) on any day after the applicable Effective Dateits effective date, sales of all of the Registrable Securities required to be included on (A) such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise ceases for any reason (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which remedy such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or have been cured by such date) until the additional obligation of the Company to register any Cutback Shares)applicable Event is cured, the Company shall pay to each holder of Registrable Securities relating to Holder, at each such Registration Statement Holder’s election (each, an “Electing Holder”), an amount in cash cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to one two percent (1.02.0%) of the aggregate Subscription Amount Aggregate Assumed Purchase Price (as defined in below) paid by such Electing Holder for the Securities Purchase Agreement) of such Investor’s Registrable Securities whether for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not included apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, on each of the following dates: is filed, effective, or available for use as provided in clauses (i) the day of a Registration Failure, (ii) the day of a Filing Failure; through (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however), in the event that there shall be more than one Failure occurring simultaneouslyeach case, the 1.0% shall apply in the aggregate (e.g.as applicable, during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as with respect to such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay PaymentsRegistrable Securities.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Growth Capital Acquisition Corp.), Registration Rights Agreement (Growth Capital Acquisition Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial a Registration Statement when declared effective fails or Resale Registration Statement, as applicable, is not filed with the Commission on or prior to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)filing deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicable, (ii) a the 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 or Resale Registration Statement, as applicable, is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission (or otherwise does not become effective) for any reason on or before prior to the applicable Effectiveness Deadlineeffectiveness deadline set forth in Section 2.1.1, (an “Effectiveness Failure”) 2.3, or 2.5, as applicable, or (iii) on any day after the applicable Effective Dateits effective date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))A) pursuant to such Registration Statement or otherwise Resale Registration Statement, as applicable, ceases for any reason (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure stop order or the Company’s failure to update the Registration Statement or Resale Registration Statement, as applicable) to remain continuously effective as to all Registrable Securities and Registrable Public Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement or Resale Registration Statement to resell Registrable Securities or Registrable Public Securities, as applicable, (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which remedy such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or have been cured by such date) until the additional obligation of the Company to register any Cutback Shares)applicable Event is cured, the Company shall pay to each holder of Registrable Securities relating to Holder, at each such Registration Statement Holder’s election (each, an “Electing Holder”), an amount in cash cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to one two percent (1.02.0%) of the aggregate Subscription Amount Aggregate Assumed Purchase Price (as defined in below) paid by such Electing Holder for the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registrable Public Securities, as applicable, for which no Registration Statement or Resale Registration Statement, on each of the following dates: as applicable, is filed, effective, or available for use as provided in clauses (i) the day of a Registration Failure, (ii) the day of a Filing Failure; through (iii) ), in each case, as applicable. Notwithstanding anything herein to the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the date consummation of a Registration Failure and every thirtieth day thereafter the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (pro rated for periods totaling less than thirty days10) until such Registration Failure is cured; (vi) on the thirtieth day business days after the date first Event Date and the expiry of a Filing Failure and every thirtieth each subsequent 30-day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided howeverperiod, in the event that there as applicable. Simple interest shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest accrue at the rate of one two percent (12.0%) per month (prorated for partial months) on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. Notwithstanding anything to For purposes of this Section 2.6, the contrary contained herein“Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Units constituting whole Warrants, for which no such Registration Delay Payments shall Statement or Resale Registration Statement, as applicable, is filed, effective, or available for use as provided in clauses (i) notthrough (iii), in the aggregateeach case, exceed fifteen percent (15%) of the aggregate Purchase Priceas applicable, (ii) cease with respect to accrue when all of the such Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Registrable Public Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Growth Capital Acquisition Corp.), Registration Rights Agreement (Growth Capital Acquisition Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure) or (iiiii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failure, a Filing Failure, respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and an Effectiveness Failure, the “Failures” and each a “Failure”have such amendment declared effective as soon as practicable), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included initial Conversion Amount stated in such Registration Statement, Investor’s Special Warrant on each of the following dates: Closing Date (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v1) on the thirtieth day after the date of a Registration such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi2) on the thirtieth every thirty (30) day after the date anniversary of (I) a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiII) 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 (viiiIII) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter until such Maintenance Failure is cured (in each case, pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $5,000,000 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Magnetar Financial LLC), Registration Rights Agreement (Workstream Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing FailureFILING FAILURE”) or (B) the Company has not declared effective by filed a Response with the SEC on or before the applicable Effectiveness Deadline, an Efforts Deadline (an “Effectiveness FailureEFFORTS FAILURE”) or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stockordinary shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “FailureMAINTENANCE FAILURE”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying ordinary shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Investor relating to such Registration Statement an amount in cash equal to one percent (1.0%) Statement: on the earlier of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the last day of a Registration Failure, (ii) the each 30 day of period after a Filing Failure; (iii) the day of , an Effectiveness Failure; (iv) Efforts Failure and the initial day of a Maintenance Failure; (v) , as the case may be, or on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event any such Filing Failure, Efforts Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the Registration Delay Payments product of (i) the Aggregate Purchase Price (as such term is cureddefined in Securities Purchase Agreement) paid by such Investor multiplied by (ii) 0.01 per month (or a prorated daily amount for a period of less than a month). In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.0% per month month, or such lower maximum amount as is permitted by law, (prorated for partial months) until paid in full. Notwithstanding the foregoing, if a Filing Failure, an Efforts Failure, or a Maintenance Failure, results from the Company not exerting its best efforts to avoid any such failure, then the remedy set forth above shall be non-exclusive of any other remedies available at law or in equity. Notwithstanding anything herein to the contrary contained hereincontrary, Registration Delay Payments the provisions of this Section 3d., shall (i) not, not apply in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all event that delays in registration of the Registrable Securities may are the result of an SEC requirement to reduce the number of Registrable Securities which can be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the covered by a Registration Period (as defined below)Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Elbit Vision Systems LTD), Registration Rights Agreement (Elbit Vision Systems LTD)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) after the Initial Effectiveness Deadline, the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Additional Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 StockStock on an Eligible Market) (a “Maintenance Failure” ”) or (iv) at any time during the period commencing from the six (6) month anniversary of the Conversion Date and collectively with ending at such time that all of the Registrable Securities, if a Registration FailureStatement is not available for the resale of all of the Registrable Securities, a Filing Failuremay be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (x) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and an Effectiveness Failure, the “Failures” and each Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”), ) then, as partial relief for the damages to any holder the Holder by reason of a Failure any such delay in or reduction of its ability to sell the Shares (which remedy shall be the sole monetary remedy but shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement the Holder an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount product of (x) the weighted average price of the Common Stock on the applicable Registration Delay Payment Date and (y) the number of Shares issued or issuable as defined of the applicable Registration Delay Payment Date without giving effect to any limitation set forth in the Securities Purchase Credit Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: dates (each such date, a “Registration Delay Payment Date”): (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day three-month anniversary after the date of a Registration Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Registration Failure is cured; , (viii) on the thirtieth day three-month anniversary after the date of a Filing Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Filing Failure is cured; (viiiii) on the thirtieth day three-month anniversary after the date of an Effectiveness Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day three-month anniversary after the initial date of a Maintenance Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Maintenance Failure is cured and (v) on the three-month anniversary after the date of a Public Information Failure and every three-month anniversary thereafter (prorated for periods totaling less than three months) until such Public Information Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder the Holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In Without limiting the event remedies available to the Holder, the Company fails acknowledges that any failure by the Company to make Registration Delay Payments comply with its obligations under this Section 2 will result in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything material irreparable injury to the contrary contained hereinHolder for which there is no adequate remedy at law, Registration Delay Payments shall (i) notthat it would not be possible to measure damages for such injuries precisely and that, in the aggregateevent of any such failure, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities Holder may obtain such relief as may be sold pursuant required to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon specifically enforce the termination of the Registration Period (as defined below)Company’s obligations under this Section 2.
Appears in 2 contracts
Samples: Registration Rights Agreement (GEE Group Inc.), Registration Rights Agreement (GEE Group Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the Initial Registration Statement when declared effective fails Commission on or prior to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) a the 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 Statement, as applicable, is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission (or otherwise does not become effective) for any reason on or before prior to the applicable Effectiveness Deadlineeffectiveness deadline set forth in Section 2.1.1 or 2.3, (an “Effectiveness Failure”) as applicable, or (iii) on any day after the applicable Effective Dateits effective date, sales of all of the Registrable Securities required to be included on (A) such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise ceases for any reason (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which remedy such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or have been cured by such date) until the additional obligation of the Company to register any Cutback Shares)applicable Event is cured, the Company shall pay to each holder of Registrable Securities relating to Holder, at each such Registration Statement Holder’s election (each, an “Electing Holder”), an amount in cash cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to one two percent (1.02.0%) of the aggregate Subscription Amount Aggregate Assumed Purchase Price (as defined in below) paid by such Electing Holder for the Securities Purchase Agreement) of such Investor’s Registrable Securities whether for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not included apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, on each of the following dates: is filed, effective, or available for use as provided in clauses (i) the day of a Registration Failure, (ii) the day of a Filing Failure; through (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however), in the event that there shall be more than one Failure occurring simultaneouslyeach case, the 1.0% shall apply in the aggregate (e.g.as applicable, during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as with respect to such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay PaymentsRegistrable Securities.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Growth Capital Acquisition Corp.), Registration Rights Agreement (Growth Capital Acquisition Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”); provided, however, that for thirty (30) days following the Effectiveness Deadline there will be no Effectiveness Failure if the SEC is reviewing the Registration Statement and the Company is using its best efforts to have the Registration Statement declared effective or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares Shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a any Filing Failure, Effectiveness Failure or Maintenance Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) principal amount of such Investor’s Holder's Notes relating to the Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Filing Effectiveness Failure is cured; (vii) on the thirtieth day after the date of provided, however, if an Effectiveness Failure occurs and there has been an SEC review of the Registration Statement, Registration Delay Payments will begin to accrue on the 30th day following the Effectiveness Deadline; and (iii) the initial day of a Maintenance Failure and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty days(30) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “"Registration Delay Payments.” ". Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth (30th) day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. By way of example, if a Registration Statement covering the Registrable Securities is filed on the 6th day following the Filing Deadline, the Company shall pay to the Holders the Registration Delay Payment on the date of the Filing Failure and shall, on or prior to the third Business Day following such 6th day, pay to the Holders a pro rata amount of the Registration Delay Payment for such subsequent period (determined by multiplying such Registration Delay Payment by the product obtained by dividing the number of days (6) during which such Filing Failure occurred during such subsequent period by 30)). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed ten percent (10%) of the aggregate principal amount of the Notes held by all Holders on the date hereof (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Holder's Notes to be lowered by an amount equal to the quotient of the amount of such Holders Excess Registration Delay Payments divided by the then outstanding amount of such Holder's Notes. Notwithstanding anything to the contrary contained herein, (y) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease be payable with respect to accrue when all of the any Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination excluded from a Registration Statement by election of the Registration Period (as defined below)a Holder.
Appears in 2 contracts
Samples: Amendment Agreement (Charys Holding Co Inc), Registration Rights Agreement (Charys Holding Co Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 (other than Cutback Shares, if any) is (A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), 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 Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided provided, however, that (A) no such payment shall be made with respect to any day that occurs after the expiration of the Registration Period, and (B) the aggregate of all such payments made to any such Investor shall not exceed six percent (6.0%) of the aggregate Purchase Price (as such term is defined in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply Securities Purchase Agreement) of such Investor's Registrable Securities included in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Ener1 Inc), Registration Rights Agreement (Ener1 Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial a Registration, Registration Statement when declared effective fails or Resale Registration Statement, as applicable, is not filed with the Commission on or prior to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)filing deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicable, (ii) a the Registration, 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 or Resale Registration Statement, as applicable, is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC Commission (or otherwise does not become effective) for any reason on or before prior to the applicable Effectiveness Deadlineeffectiveness deadline set forth in Section 2.1.1, (an “Effectiveness Failure”) 2.3, or 2.5, as applicable, or (iii) on any day after the applicable Effective Dateits effective date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))A) pursuant to such Registration Statement or otherwise Resale Registration Statement, as applicable, ceases for any reason (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure stop order or the Company’s failure to update the Registration Statement or Resale Registration Statement, as applicable) to remain continuously effective as to all Registrable Securities and Registrable Public Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) HB Strategies or its Permitted Transferees are not permitted to utilize the prospectus in such Registration, Registration Statement or Resale Registration Statement to resell Registrable Securities or Registrable Public Securities, as applicable, (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which remedy such Event occurs, being referred to as an “Event Date”), then in addition to any other rights such Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or have been cured by such date) until the additional obligation of the Company to register any Cutback Shares)applicable Event is cured, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to one two percent (1.02.0%) of the aggregate Subscription Amount Aggregate Assumed Purchase Price (as defined in below) paid by such Electing Holder for the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registrable Public Securities, as applicable, for which no Registration, Registration Statement or Resale Registration Statement, on each of the following dates: as applicable, is filed, effective, or available for use as provided in clauses (i) the day of a Registration Failure, (ii) the day of a Filing Failure; through (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day ), in each case, as applicable, provided that, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the date consummation of a Registration Failure and every thirtieth day thereafter the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (pro rated for periods totaling less than thirty days10) until such Registration Failure is cured; (vi) on the thirtieth day business days after the date first Event Date and the expiry of a Filing Failure and every thirtieth each subsequent 30-day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided howeverperiod, in the event that there as applicable. Simple interest shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest accrue at the rate of one two percent (12.0%) per month (prorated for partial months) on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. Notwithstanding anything to For purposes of this Section 2.6, the contrary contained herein“Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Units constituting whole Warrants, for which no such Registration Delay Payments shall Statement or Resale Registration Statement, as applicable, is filed, effective, or available for use as provided in clauses (i) notthrough (iii), in the aggregateeach case, exceed fifteen percent (15%) of the aggregate Purchase Priceas applicable, (ii) cease with respect to accrue when all of the such Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Registrable Public Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Environmental Impact Acquisition Corp), Registration Rights Agreement (Environmental Impact Acquisition Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) at any time (other than during an Allowable Grace Period) the Initial Registration Statement when declared effective Company fails to register file any registration statement required pursuant to Section 2.1(a) in the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”time periods specified in either Section 2.3(a) or Section 2.3(b), (ii) a 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 as applicable Filing Deadline (a “Filing Failure”) or (Bii) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Holders; Registrable Securities required to be included on such Registration Statement registered in accordance with Section 2.1(a) cannot be made (other than during an Allowable Grace Period (as defined Period) during the time periods specified in Section 3(r2.3(a) or Section 2.3(b))) pursuant to such Registration Statement or otherwise (, as applicable, including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement a required registration statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure registration statement or to register a sufficient number of shares of Common Stock Registrable Securities) (an “Effectiveness Failure”), or a failure to maintain (iii) the listing of the Common StockADSs are not listed or included for quotation on NASDAQ or any other U.S. securities exchange in accordance with Section 2.3(q) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Listing Failure”), then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of the ability of the Holders to sell their Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), ) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Investor an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined Aggregate Issue Price of the Holders’ Registrable Securities included in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, applicable registration statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on following the thirtieth day after the date occurrence of a Filing Failure, Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) or Listing Failure, as applicable, until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Failure, Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance or Listing Failure is cured; provided howeverthat the aggregate amount to be paid in respect of any single Filing Failure, Effectiveness Failure or Listing Failure shall not exceed six percent (6.0%) of the aggregate Issue Price of the Holders’ Registrable Securities included in the event that there shall be more than one Failure occurring simultaneouslyapplicable registration statement, the 1.0% shall apply in the aggregate plus interest (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneousapplicable). The payments to which a holder shall be entitled pursuant to this Section 2(g) 2.7 are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (Ii) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIii) the third fifth (5th) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Johnson & Johnson), Registration Rights Agreement (Crucell Nv)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 2 contracts
Samples: Registration Rights Agreement (Digital Ally Inc), Registration Rights Agreement (Digital Ally Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall be owed to any Investor (iother than with respect to a Maintenance Failure resulting from a suspension or delisting of (or other failure to timely list) not, in the aggregate, exceed fifteen percent (15%shares of Common Stock on the Principal Market) of the aggregate Purchase Price, (ii) cease with respect to accrue when any period during which all of the Registrable such Investor’s Registerable Securities may be sold pursuant to by such Investor without restriction or limitation under Rule 144 (including, without any restrictions limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined belowRule 144(i)(2), if applicable).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one four percent (1.04.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed 20% of the aggregate Purchase Price of such Investor's Registrable Securities. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one three percent (13.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Bridgeline Digital, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) the Initial Registration Statement when declared effective fails Subject to register the Initial Required Registration Amount of Initial Registrable Securities Section 4.2, if either: (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ), or (iiib) on any day during the Reporting Period and after the applicable Effective Effectiveness Date, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (i) during an Allowable a Grace Period or (as defined in Section 3(r))ii) pursuant to such if the Registration Statement or otherwise (includingis on Form S-1, without limitation, because for a period of 15 days following the suspension of trading or any other limitation imposed by an Eligible Market, date the Company files a failure post-effective amendment 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 incorporate the listing of the Common StockCompany’s Annual Report on Form 10-K) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for in satisfaction of the damages to any holder of Shares by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equity, including, without limitation, specific performance or its ability to sell the additional obligation underlying shares of the Company to register any Cutback Shares)Common Stock, the Company shall pay to each holder of Registrable Securities Purchaser relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Price on each of the following dates: (i) the day of a Registration Failure, (iix) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty 30 days) until such Registration Failure is cured; (vi) 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; (viiy) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Effectiveness Failure is cured; and (viiiz) on the thirtieth day after the initial date day of a Maintenance Failure and on every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty 30 days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder Purchaser shall be entitled pursuant to this Section 2(g) 4.5 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required following the termination of the Reporting Period, and, provided, further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 4.5 exceed 6.0% of Purchaser’s interest in the aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In .
(b) Notwithstanding anything to the event contrary herein, at any time after the Effectiveness Date, the Company fails may delay the disclosure of material, non-public information concerning the Company that would be required to be made in a registration statement filed with the Commission so that such registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest the statements therein not misleading the disclosure of which at the rate time is not, in the good faith opinion of one percent the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, would not be required to be made at such time but for the continued use of such registration statement (1%a “Grace Period”); provided, that the Company shall promptly: (i) per month notify Purchaser in writing of the existence of material, non-public information giving rise to a Grace Period (prorated for partial monthsprovided that in each notice the Company will not disclose the content of such material, non-public information to Purchaser) until paid and the date on which the Grace Period will begin, and (ii) notify Purchaser in fullwriting of the date on which the Grace Period ends; and, provided further, that the Grace Periods shall not exceed an aggregate of 30 Trading Days during any 365-day period and the first day of any Grace Period must be at least 15 days after the last day of any prior Grace Period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date Purchaser receives the notice referred to in clause: (i) and shall end on and include the later of the date Purchaser receives the notice referred to in clause (ii) and the date referred to in such notice. Upon expiration of the Grace Period, the Company shall again be bound by Section 4.6(c) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary contained hereincontrary, Registration Delay Payments the Company shall (i) notcause its transfer agent to deliver unlegended shares of Common Stock to a transferee of Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which a Purchaser has entered into a contract for sale, in the aggregate, exceed fifteen percent (15%) and delivered a copy of the aggregate Purchase Price, (ii) cease to accrue when all prospectus included as part of the Registrable Securities may be sold pursuant applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination Purchaser’s receipt of the Registration notice of a Grace Period (as defined below)and for which Purchaser has not yet settled.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) (A) after the Initial Effectiveness Deadline, the Initial Registration Statement Statement, if any, when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities, (B) after the Additional Effectiveness Deadline, any Additional Registration Statement when declared effective fails to register the applicable Additional Required Registration Amount of Additional Registrable Securities or (C) after the Demand Effectiveness Deadline, any Demand Registration Statement when declared effective fails to register the applicable Demand Required Registration Amount of Demand Registrable Securities (each, a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 StockStock on an Eligible Market) (a “Maintenance Failure” ”) or (iv) at any time during the period commencing from the six (6) month anniversary of the last completed Closing Date and collectively with ending at such time that all of the Registrable Securities, if a Registration FailureStatement is not available for the resale of all of the Registrable Securities, a Filing Failuremay be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (x) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and an Effectiveness Failure, the “Failures” and each Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall be the sole monetary remedy but shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount product of (x) the Weighted Average Price (as defined in the Securities Purchase AgreementSeries B Warrant) of the Common Stock on the applicable Registration Delay Payment Date and (y) the number of Recapitalization Common Shares issued and issuable to such Investor’s Registrable Securities whether or not included in such Investor as of the applicable Registration StatementDelay Payment Date, on each of the following dates: dates (each such date, a “Registration Delay Payment Date”): (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day three-month anniversary after the date of a Registration Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Registration Failure is cured; , (viii) on the thirtieth day three-month anniversary after the date of a Filing Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Filing Failure is cured; cured; (viiiii) on the thirtieth day three-month anniversary after the date of an Effectiveness Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Effectiveness Failure is cured; and cured; (viiiiv) on the thirtieth day three-month anniversary after the initial date of a Maintenance Failure and every thirtieth day three-month anniversary thereafter (pro rated prorated for periods totaling less than thirty daysthree months) until such Maintenance Failure is cured and (v) on the three-month anniversary after the date of a Public Information Failure and every three- month anniversary thereafter (prorated for periods totaling less than three months) until such Public Information Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(i) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, in no event shall the aggregate amount of Registration Delay Payments shall payable by the Company to an Investor pursuant to this Section 2(i) exceed (i) notin any three-month period, in the aggregate, exceed fifteen two percent (152.0%) of the aggregate Purchase Priceproduct of (1) the Weighted Average Price of the Common Stock on the applicable Registration Delay Payment Date and (2) the number of Recapitalization Common Shares issued and issuable to such Investor as of the applicable Registration Delay Payment Date, in each case, outstanding as of the applicable Registration Delay Payment Date, of, or, corresponding to, such Investor’s Registrable Securities included, or required to be included, in the applicable Registration Statement and (ii) cease to accrue when all in total in any twelve-month period, eight percent (8.0%) of the product of (1) the Weighted Average Price of the Common Stock on the applicable Registration Delay Payment Date and (2) the number of Recapitalization Common Shares issued and issuable to such Investor as of the applicable Registration Delay Payment Date, in each case, outstanding as of the applicable Registration Delay Payment Date, of, or, corresponding to, such Investor’s Registrable Securities included, or required to be included, in the applicable Registration Statement. Without limiting the remedies available to the Investors, the Company acknowledges that any failure by the Company to comply with its obligations under this Section 2 will result in material irreparable injury to the Investors for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Investors may obtain such relief as may be sold pursuant required to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon specifically enforce the termination of the Registration Period (as defined below)Company’s obligations under this Section 2.
Appears in 1 contract
Samples: Registration Rights Agreement (Acacia Research Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) as set forth above are referred to herein as “"Registration Delay Payments.” " and the aggregate amount of such Registration Delay Payments shall not exceed 12% of the aggregate Purchase Price paid for the Notes and Warrants. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, no Registration Delay Payments shall be made with respect to (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, any Registrable Securities that an Investor has requested be omitted from a Registration Statement or (ii) cease any Filing Failure, Effectiveness Failure or Maintenance Failure caused by Legal Counsel unreasonably failing to accrue when all of the Registrable Securities may be sold provide its approval in a timely manner pursuant to Rule 144 without any restrictions or limitations and (iiiSection 3(d) cease to accrue upon the termination of the Registration Period (as defined below)hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Liquidmetal Technologies Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure); (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failure, a Filing Failure, respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and an Effectiveness Failure, have such amendment declared effective as soon as practicable); or (iii) the “Failures” and each Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (a “FailureCurrent Public Information Default”) as a result of which any of the Investors are unable to sell any Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount such Investor’s original principal amount of its Note (as defined in the Securities Purchase applicable Exchange Agreement) (1) on the date of such Investor’s Registrable Securities whether Filing Failure, Effectiveness Failure, Maintenance Failure or not included in Current Public Information Default, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Registration Statement, on each Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of the following dates: (i) the day of a Registration Failure, date such Current Public Information Default is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $5,000,000 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), 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 Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, ; (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an another Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything contained in this Agreement to the contrary contained hereincontrary, in no event shall the aggregate amount of Registration Delay Payments shall (i) notexceed, in the aggregate, exceed fifteen nine percent (159%) of the aggregate Purchase Price, (ii) cease to accrue when all Price of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Common Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (LabStyle Innovations Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (ia) the Initial Registration Statement when declared effective fails Subject to register the Initial Required Registration Amount of Initial Registrable Securities Section 10.2, if either: (a “Registration Failure”), (iia) a Registration Statement covering all of the Registrable Securities Shares required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is: (Ai) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ), or (iiib) on any day during the Reporting Period and after the applicable Effective Effectiveness Date, sales of all of the Registrable Securities Shares required to be included on such Registration Statement cannot be made (other than (i) during an Allowable a Grace Period or (as defined in Section 3(r))ii) pursuant to such if the Registration Statement or otherwise is on Form S-1, for a period of fifteen (including, without limitation, because of 15) days following the suspension of trading or any other limitation imposed by an Eligible Market, date the Company files a failure post-effective amendment 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 incorporate the listing of the Common StockCompany’s Annual Report on Form 10-K) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for in satisfaction of the damages to any holder of Shares by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equity, including, without limitation, specific performance or its ability to sell the additional obligation underlying shares of the Company to register any Cutback Shares)Common Stock, the Company shall pay to each holder of Registrable Securities the Investor relating to such Registration Statement an amount in cash equal to one percent (1.0%) % of the aggregate Subscription Amount (as defined in the Securities Aggregate Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Price on each of the following dates: (i) the day of a Registration Failure, (iix) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (viiy) on the thirtieth day after the date of an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viiiz) on the thirtieth day after the initial date day of a Maintenance Failure and on every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder the Investor shall be entitled pursuant to this Section 2(g) 10.4 are referred to herein as “Registration Delay Payments.” ”; provided that no Registration Delay Payments shall be required for any circumstance occurring after the termination of the Reporting Period, and, provided, further, that in no event shall the aggregate Registration Delay Payments accruing under this Section 10 exceed 6.0% of the Investor’s interest in the aggregate Purchase Price (i.e., corresponding to a total delay of six months). The first such Registration Delay Payment shall be paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all other Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In .
(b) Notwithstanding anything to the event contrary herein, at any time after the Effectiveness Date, the Company fails may delay the disclosure of material, non-public information concerning the Company that would be required to be made in a registration statement filed with the SEC so that such registration statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest the statements therein not misleading the disclosure of which at the rate time is not, in the good faith opinion of one percent the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, would not be required to be made at such time but for the continued use of such registration statement (1%a “Grace Period”); provided, that the Company shall promptly: (i) per month notify the Investor in writing of the existence of material, non-public information giving rise to a Grace Period (prorated for partial monthsprovided that in each notice the Company will not disclose the content of such material, non-public information to the Investor) until paid and the date on which the Grace Period will begin, and (ii) notify the Investor in fullwriting of the date on which the Grace Period ends; and, provided, further, that the Grace Periods shall not exceed an aggregate of thirty (30) Trading Days during any three hundred and sixty five (365)-day period and the first day of any Grace Period must be at least fifteen (15) days after the last day of any prior Grace Period. For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investor receives the notice referred to in clause: (i) and shall end on and include the later of the date the Investor receives the notice referred to in clause (ii) and the date referred to in such notice. Upon expiration of the Grace Period, the Company shall again be bound by Section 10.5(c) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary contained hereincontrary, Registration Delay Payments the Company shall (i) not, in the aggregate, exceed fifteen percent (15%) cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of the aggregate Purchase PriceInvestor in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale, (ii) cease to accrue when all and delivered a copy of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Investor’s receipt of the notice of a Grace Period (as defined below)and for which the Investor has not yet settled.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") (unless the reason for such Effectiveness Failure of all or any portion of the Registrable Securities is as a result of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration statement with respect to the Investors) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an another Eligible Market, 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 ADSs or a failure to maintain the listing of the Common StockADSs) (a “"Maintenance Failure” " and collectively together with a Registration Failure, a Filing Failure, Failure and an Effectiveness Failure, the “Failures” and each a “"Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the applicable Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback SharesSecurities), 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 Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, (i) in no event shall the aggregate amount of Registration Delay Payments shall (i) not, in payable by the aggregate, Company to an Investor exceed fifteen nine percent (159.0%) of the aggregate Purchase Price, Price of such Investor's Registrable Securities and (ii) cease no Registration Delay Payments shall be due pursuant to accrue when this Section 2(g) (A) with respect to an Investor, as a result of and solely to the extent of a Failure caused solely by such Investor or (B) with respect to all Investors, as a result of and solely to the extent of a Failure caused solely by Legal Counsel and (C) with respect to an Investor, during any period that such Investor may sell its Registrable Securities may be sold under Rule 144 without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any restrictions or limitations and (iiisuccessor thereto) cease to accrue upon promulgated under the termination of the Registration Period (as defined below)1933 Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Can-Fite BioPharma Ltd.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Apricus Biosciences, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall be owed to an Investor (iother than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) not, in the aggregate, exceed fifteen percent (15%shares of Common Stock on the Principal Market) of the aggregate Purchase Price, (ii) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without any restriction or limitation under Rule 144 (including, without any restrictions or limitations limitation, volume restrictions) and (iii) cease to accrue upon without the termination of the Registration Period (as defined belowneed for current public information required by Rule 144(c)(1)).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (BioSig Technologies, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.02.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 12% shall be due, however 12% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below). Notwithstanding anything to the contrary contained herein, no Failure shall be deemed to have occurred or be deemed ongoing due to a failure to keep a Registration Statement effective that is caused solely by the Company’s filing of an Annual Report on Form 10-K so long as the Company also has filed a post-effective amendment to such Registration Statement as required by Section 3(b) and such post-effective amendment is declared effective by the date which is the earlier of (x) (i) in the event that the post-effective amendment is not subject to a full review by the SEC, fifty (50) calendar days after the filing date thereof or (ii) in the event that the post-effective amendment is subject to a full review by the SEC, eighty (80) calendar days after the filing date thereof and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such post-effective amendment will not be reviewed or will not be subject to further review; provided, however, that if such date falls on a Saturday, Sunday or other day that the SEC is closed for business, the date shall be extended to the next Business Day on which the SEC is open for business.
Appears in 1 contract
Samples: Registration Rights Agreement (Aethlon Medical Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Additional Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Shares or a failure to maintain the listing or trading of the Common StockShares on an Eligible Market (as defined in the Warrant) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement (A) an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Warrant Purchase Agreement) of such Investor’s Registrable Securities whether or not required to be included in such Registration Statement, but not so included, and (B) a number of shares of Common Stock equal to the quotient of (x) one percent (1%) of the Purchase Price (as such term is defined in the Warrant Purchase Agreement) of such Investor’s Registrable Securities required to be included in such Registration Statement, but not so included, and (y) the Exercise Price (as defined in the Warrant) then in effect, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one three percent (13%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, the Company shall not pay any portion of the Registration Delay Payments in Common Stock to an Investor to the extent that after giving effect to the issuance of such Common Stock contemplated hereunder, such Investor (together with the Investors affiliates) would beneficially own in excess of 4.99% of the number of Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Investor and its affiliates shall (i) not, be calculated in the aggregate, exceed fifteen percent (15%accordance with Section 1(g) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Warrants.
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Digital Domain Media Group, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure); (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failurerespect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and have such amendment declared effective as soon as practicable); or (iii) the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), a Filing Failure, and an Effectiveness Failure, the “Failures” and each if applicable) (a “FailureCurrent Public Information Default”) as a result of which any of the Investors are unable to sell any Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one half of one percent (1.00.5%) of the sum of (x) the aggregate Subscription Amount principal amount of the 2009 Notes (as defined in the Securities Purchase Agreement2009 Exchange Agreements that were exchanged under the applicable holder’s Exchange Agreement and (y) the purchase price paid for the Common Shares purchased by such holder under such holder’s Exchange Agreement (1) on the date of such Investor’s Registrable Securities whether Filing Failure, Effectiveness Failure, Maintenance Failure or not included in Current Public Information Default, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Registration Statement, on each Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of the following dates: (i) the day of a Registration Failure, date such Current Public Information Default is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured); (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided provided, however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% liquidated damages shall not be due “per Failure” if required to be paid with respect to those Registrable Securities which cannot be registered under Rule 415 solely as a result of action by the Failures are simultaneous and for so long as such Failures are simultaneous)SEC. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $1,000,000.00 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Purchaser's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the then 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 11.0% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the fifth Business Day following the dates set forth above and (II) the third fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the annual rate of one and one percent (11.0%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iiiii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Accelerated Pharma, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively ”), or (iii) after the expiration of the Registration Period (as defined below) the Company fails to file with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (a “FailureCurrent Public Information Default”) as a result of which any of the Buyers are unable to sell all Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) percent of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or not included in Current Public Information Default, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Registration Statement, on each Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of the following dates: (i) the day of a Registration Failure, date such Current Public Information Default is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall be owed to an Investor (i) not, in the aggregate, exceed fifteen percent (15%) other than with respect to a Maintenance Failure resulting from a suspension or delisting of the aggregate Purchase Price, (iishares of Common Stock on the Company’s principal trading market or exchange) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without restriction under Rule 144 (including, without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined belowlimitation, volume restrictions).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Ordinary Shares or a failure to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration FailureFailure and on each thirtieth (30th) Trading Day thereafter (pro-rated for periods totaling less than thirty (30) Trading Days) until such Registration Failure is cured, (ii) the day of a Filing FailureFailure and on each thirtieth (30th) Trading Day thereafter (pro-rated for periods totaling less than thirty (30) Trading Days) until such Filing Failure is cured; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every on each thirtieth day (30th) Trading Day thereafter (pro pro-rated for periods totaling less than thirty days(30) until such Registration Failure is cured; (vi) 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; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysTrading Days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date day of a Maintenance Failure and every on each thirtieth day (30th) Trading Day thereafter (pro pro-rated for periods totaling less than thirty days(30) Trading Days) until such Maintenance Failure is cured; provided, that aggregate amount of all Registration Delay Payments to all holders shall not exceed $5,000 per Trading Day and ten percent (10%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price), and provided howeverfurther, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the SEC’s XXXXX system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period. For the avoidance of doubt, in the event that there shall be more than one of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure occurring simultaneouslyor Effectiveness Failure, the 1.0% Company shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall only be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as required to make Registration Delay Payments with respect to one such Failures are simultaneous)event. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If prior to the date as of which the Investors may sell all of the Registrable Securities covered by a Registration Statement without restriction pursuant to Rule 144(k) (or the successor thereto) promulgated under the 1933 Act, (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) below)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure failure: (A) to keep such Registration Statement effective, a failure (B) to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure or (C) to register a sufficient number of shares of Common Stock or a failure to maintain have the listing Common Stock listed or quoted, or not suspended, on the Principal Market (as defined in the Securities Purchase Agreement))(a "MAINTENANCE FAILURE"), or (iii) the exercise rights of the Common Stock) holders pursuant to the Additional Investment Rights are suspended or not honored for any reason (a “Maintenance Failure” and collectively with a Registration Failurethe foregoing, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"AIR EXERCISABILITY FAILURE"), then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: (1) on each of the day of a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a AIR Exercisability Failure, as the case may be, an amount in cash equal to one percent the product of: (1.0%i) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, Statement multiplied by (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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; 0.01, and (viii2) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) last day of each 30 day period after a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a AIR Exercisability Failure, as the case may be, or on the third Business Day after the event any such Filing Failure, Effectiveness Failure, Maintenance Failure or failure giving rise AIR Exercisability Failure is cured, an amount in cash equal to the product of (i) the aggregate Purchase Price of such Investor's Registrable Securities included in such Registration Delay Payments is curedStatement included in such Registration Statement multiplied by (ii) 0.01 (prorated for partial months). In the event If the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Securities Purchase Agreement (Dusa Pharmaceuticals Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. (i) If (iA) the Initial Registration Statement when is not filed with the SEC on or before the Initial Filing Deadline, (B) the Initial Registration Statement is not declared effective fails to register by the SEC on or before the Initial Required Registration Amount of Effectiveness Deadline or (C) on any day after the Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering has been declared effective by the SEC sales of all of the Initial Registrable Securities required to be covered thereby included on the Initial Registration Statement cannot be made (other than during a Current Report Update Grace Period (as defined in Section 3(b)) or a Post-Effectiveness Grace Period (as defined in Section 3(t)) that is an Allowable Grace Period (as defined in Section 3(t)) pursuant to the Initial Registration Statement (including because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement or to register sufficient Initial Registrable Securities), then in each case, as partial relief for the damages to any holder of the Initial Registrable Securities by reason of any such delay in or reduction of its ability to sell the Initial Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (X) the product of (I) the total number of Initial Registrable Securities held by such holder, multiplied by (II) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the Initial Closing Date (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (Y) the product of 0.000333 multiplied by, as the case may be, (I) in the event of an occurrence described in clause (A) of this paragraph 2(e)(i), the number of days after the applicable Filing Deadline that the Initial Registration Statement is not filed with the SEC, or (II) in the event of an occurrence described in clause (B) of this paragraph 2(e)(i), the number of days after the Initial Effectiveness Deadline that the Initial Registration Statement is not initially declared effective by the SEC (without duplication of days accounted for in the immediately preceding clause (I)), or (III) in the event of an occurrence described in clause (C) of this paragraph 2(e)(i), the number of days after the Initial Registration Statement has been declared effective by the SEC that the Initial Registration Statement is not available (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) for the sale of at least all the Initial Registrable Securities required to be included and maintained on the Registration Statement; provided, however, that the Company shall not be obligated to pay any amounts to such holder pursuant to this paragraph 2(e)(i) in respect of any days after the first date on which such holder may sell all of the Initial Registrable Securities held by such holder without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act.
(ii) If (A) an Additional Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) of this Agreement is (A) not filed with the SEC on or before the applicable Additional Filing Deadline (a “Filing Failure”) or Deadline, (B) an Additional Registration Statement covering any Additional Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(ii) is not declared effective by the SEC on or before the applicable Additional Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiC) on any day after such Additional Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Additional Registrable Securities required to be included on such Registration Statement cannot be made (other than during a Current Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period (as defined in Section 3(r))Period) pursuant to such Registration Statement or otherwise (including, without limitation, including because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement, a failure Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”Additional Registrable Securities), thenthen in each case, as partial relief for the damages to any holder of such Additional Registrable Securities by reason of a Failure any such delay in or reduction of its ability to sell such Additional Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each such holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent the product (1.0%calculated separately for Additional Registrable Securities with respect to each Delivery Date) of (X) the aggregate Subscription Amount product of (as defined in I) the Securities Purchase Agreement) total number of such Investor’s Additional Registrable Securities whether or not included in held by such Registration Statementholder, multiplied by (11) the arithmetic average of the Weighted Average Price of the Common Shares on each of the following dates: five (i5) consecutive Trading Days immediately preceding the Delivery Date on which such Additional Registrable Securities were issuable (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), multiplied by (Y) the day product of a Registration Failure0.000333 multiplied by, as the case may be, (iiI) in the day event of an occurrence described in clause (A) of this paragraph 2(e)(ii), the number of days after the applicable Additional Filing Deadline that such Additional Registration Statement is not filed with the SEC, or (II) in the event of an occurrence described in clause (B) of this paragraph 2(e)(ii), the number of days after the Additional Effectiveness Deadline that such Additional Registration Statement is not initially declared effective by the SEC (without duplication of days accounted for in the immediately preceding clause (I)), or (III) in the event of an occurrence described in clause (C) of this paragraph 2(e)(ii), the number of days after such Additional Registration Statement has been declared effective by the SEC that such Additional Registration Statement is not available (other than during a Filing FailureCurrent Report Update Grace Period or a Post-Effectiveness Grace Period that is an Allowable Grace Period) for the sale of at least all the Additional Registrable Securities required to be included and maintained on the Additional Registration Statement; provided, however, that the Company shall not be obligated to pay any amounts to such holder pursuant to this paragraph 2(e)(ii) in respect of any days after the first date on which such holder may sell all of such Additional Registrable Securities held by such holder without restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the 1933 Act.
(iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(gSections 2(e)(i) and 2(e)(ii) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid made on the earlier of (IA) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (IIB) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured.
(iv) In the event that a Registration Statement covering any Registrable Securities and required to be filed by the Company pursuant to Section 2(a)(i) or 2(a)(ii) of this Agreement is not declared effective by the SEC on or before the applicable Effectiveness Deadline, then, in addition to the applicable Registration Delay Payments and as additional partial relief for the damages to any holder of such Registrable Securities by reason of any such delay in its ability to sell such Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall, no later than the third Business Day after the applicable Registration Statement is declared effective by the SEC, pay such holder an amount in cash equal to the amount (if greater than $0) equal to the product of (A) the total number of such Registrable Securities held by such holder, multiplied by (B) the result of (I) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the applicable Effectiveness Deadline (subject to appropriate adjustment for any share dividend, share split, share combination or other similar transaction occurring during such period), minus (II) the arithmetic average of the Weighted Average Price of the Common Shares on each of the five (5) consecutive Trading Days immediately preceding the date on which such Registration Statement is declared effective by the SEC. The payments to which a holder shall be entitled pursuant to this Section 2(e)(iii) are referred to herein as “Additional Registration Delay Payments.”
(v) In the event the Company fails to make Registration Delay Payments or Additional Registration Delay Payments in a timely manner, such Registration Delay Payments or Additional Registration Delay Payments, as the case may be, shall bear interest interest, in each case until paid in full, at a rate equal to the rate lesser of one percent (1%A) 1.5% per month (equivalent to a per annum rate of 18.0%), prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iiiB) cease to accrue upon the termination of the Registration Period (as defined below)highest lawful interest rate.
Appears in 1 contract
Samples: Registration Rights Agreement (Gastar Exploration LTD)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall promptly give Holder and Legal Counsel written notice of any such Failure and shall pay to each holder Holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) amount of such Investor’s Registrable Securities whether or not included in such Registration Statement$7,000,000, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen seven percent (157%) of the aggregate Purchase Price, $7,000,000 (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (XpresSpa Group, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register all of the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the date the applicable Effective Date, Registartion Statement is declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Marketa Trading Market (as defined in the Purchase Agreements), 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) purchase price of such Investor’s Registrable Securities pursuant to the Purchase Agreement whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third (3rd) Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Strategic Value Partners, LLC)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 not (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) Deadline or (iiiii) on any day after the applicable Effective DateRegistration Statement has been declared effective by the SEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such the Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Preferred Shares an amount in cash per Preferred Share held equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, $1,000 multiplied by (ii) the day sum of a (A) 0.015, if the Registration Statement is not filed by the Filing Failure; Deadline, plus (iiiB) 0.015, if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (C) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier product of (I) the dates set forth above and .0005 multiplied by (II) the third Business Day sum of (x) the number of days after the event or failure giving rise to Filing Deadline that such Registration Statement is not filed with the SEC, plus (y) the number of days after the Effectiveness Deadline that the Registration Delay Payments Statement is cured. In not declared effective by the event SEC, plus (z) the Company fails to make number of days after the Registration Delay Payments in a timely manner, Statement has been declared effective by the SEC that such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).Statement is
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC or does not otherwise become effective automatically on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as 6 defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Investor holding Registrable Securities relating to such Registration Statement an amount in cash equal to (i) with respect to the first thirty (30) day period following the first day of any Registration Statement Failure, one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities that would be included in the Registration Statement to which the applicable Registration Statement Failure relates but for such Registration Statement Failure, whether or not included in such Registration Statement, (ii) with respect to the second thirty (30) day period following the first day of any Registration Statement Failure, for the first fifteen (15) days thereof, one percent (1.0%) of the aggregate Purchase Price of such Investor’s Registrable Securities that would be included in the Registration Statement to which the applicable Registration Statement Failure relates but for such Registration Statement Failure, whether or not included in such Registration Statement, and, for the next fifteen (15) days thereof, one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor’s Registrable Securities that would be included in the Registration Statement to which the applicable Registration Statement Failure relates but for such Registration Statement Failure, whether or not included in such Registration Statement, and (iii) with respect to any subsequent thirty (30) day periods, one and one-half percent (1.5%) of the aggregate Purchase Price of such Investor’s Registrable Securities that would be included in the Registration Statement to which the applicable Registration Statement Failure relates but for such Registration Statement Failure, whether or not included in such Registration Statement (the “Registration Delay Payments”). Registration Delay Payments shall be paid to each applicable Investor on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided provided, however, that in the event that there shall be more than one a Public Information Failure occurring simultaneously, the 1.0% shall apply (as defined in the aggregate Securities Purchase Agreement), solely to the extent such event will also be considered a Maintenance Failure and occurs on or prior to the twelve (e.g.12) month anniversary of the Closing Date, during any single or multiple Failureis then existing, 1% no payments hereunder shall be due, however 1% accrue and the Company shall not otherwise be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)obligated to make any payments hereunder. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear simple, non-compounding interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. For avoidance of doubt, the accrual of any Registration Delay Payment amounts with respect to any Investor pursuant to this Section 2(g) shall cease at such time as such Investor shall cease to hold any Registrable Securities (or, in the event that any Registration Statement Failure occurs at such time as any such Investor holds no Registrable Securities, no Registration Delay Payments shall accrue with respect to such Investor). Notwithstanding anything to the contrary contained herein, in no event shall the aggregate amount of Registration Delay Payments shall (i) notpayable hereunder, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period Public Information Failure Payments (as defined below).in the Securities Purchase Agreement) payable under the Securities Purchase Agreement and amounts payable pursuant to a Conversion Failure (as defined in the Notes) under the Notes, together with
Appears in 1 contract
Samples: Registration Rights Agreement (Daktronics Inc /Sd/)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering all of the Investor 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”; provided, however, that for thirty (30) days following the Effectiveness Deadline there will be no Effectiveness Failure if the SEC is reviewing the Registration Statement and the Company is using its best efforts to have the Registration Statement declared effective) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Investor Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Investor Registrable Securities relating to such Registration Statement an amount in cash equal to (i) one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Notes relating to the Registrable Securities whether or not included in such Registration Statement, Statement three (3) Business Days following the occurrence of a Filing Failure and (ii) two percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on each of the following dates: (iA) three (3) Business Days following the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth 30th day after the date of a Registration an uncured Filing Failure has occurred and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; and (viiB) on three (3) Business Days following the thirtieth day after end of the date of month in which an Effectiveness Failure has occurred and on every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and cured (viiiprovided that the Company shall pay a pro-rata amount of any Registration Delay Payment for any partial period covered in clause (A) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter or (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneousB)). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” ”. By way of example, if a Registration Statement covering the Registrable Securities is filed on the 111th day following the Closing Date, the Company shall pay to the Investors (i) an amount equal to 1.5% of the aggregate Purchase Price of such Investor's Notes relating to the Registrable Securities included in such Registration Statement within three (3) Business Days after the 75th day following the Closing Date, (ii) an amount equal to 2% of the Purchase Price of such Investor's Notes relating to the Registrable Securities included in such Registration Statement on the one hundred fifth (105th) day following the Closing Date and (iii) a pro rata amount of such Registration Delay Payments shall be paid on the earlier of Payment for any subsequent period (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the determined by multiplying such Registration Delay Payments is curedPayment by the product obtained by dividing the number of days (6) during which such Filing Failure occurred during such subsequent period by 30)). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, in no event shall the Registration Delay Payments exceed ten percent (10%) of the aggregate Purchase Price for all Investors (the "Registration Delay Payments Cap"). Any amount in excess of the Registration Delay Payments Cap (the "Excess Registration Delay Payments") shall cause the Conversion Price of the Investor's Notes to be lowered by an amount equal to the quotient of the amount of such Investors Excess Registration Delay Payments divided by the then outstanding amount of such Investor's Notes. Notwithstanding anything to the contrary contained herein, (y) in no event shall the Company be liable for any damages in connection with the Warrant or Warrant Shares and (z) no Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease be payable with respect to accrue when all of the any Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination excluded from a Registration Statement by election of the Registration Period (as defined below)an Investor.
Appears in 1 contract
Samples: Registration Rights Agreement (Nesco Industries Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Resale Registration Statement when declared effective fails to register the Initial Required Registration Amount entire amount of Initial Registrable the shares of Common Stock issued to Holders pursuant to the Securities Purchase Agreement and the Warrant Shares issued to the Holders upon exercise of the Warrants (a “Registration Failure”), (ii) a Resale 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 Commission on or before the applicable Filing Deadline filing deadline provided for in Section 2(a) (a “Filing Failure”) or (B) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadlinedeadline provided for in Section 2(a), (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Resale Registration Statement cannot be made as provided for in this Agreement (other than during an Allowable Grace Period (as defined in Section 3(r))allowable Delay Period) pursuant to such Resale Registration Statement (a “Maintenance Failure”) or otherwise (iv) if a Resale Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason, and the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which any of the Holders are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Stockvolume restrictions) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder Holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Resale Registration Statement an amount in cash equal to (x) one percent (1.0%) of the aggregate Subscription Commitment Amount (as such term is defined in the Securities Purchase Agreement) of such InvestorHolder’s Registrable Securities whether for the first month, or not included in such Registration Statementpart thereof, on each of the following datesthat : (i) the day of a Registration FailureFailure shall continue, (ii) the day of a Filing FailureFailure shall continue; (iii) the day of an Effectiveness FailureFailure shall continue; (iv) the initial day of a Maintenance FailureFailure shall continue; (v) on a Current Public Information Failure shall continue and (y) two percent (2.0%) of the thirtieth day aggregate Commitment Amount (as such term is defined in the Securities Purchase Agreement) of such Holder’s Registrable Securities, for each month, or part thereof after the date of such first month that: (i) a Registration Failure and every thirtieth day thereafter continues (pro rated prorated for periods totaling less than thirty days) until days)until such Registration Failure is cured; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter continues (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (viiiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter continues (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter continues (pro rated prorated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more and (v) a Public Information Failure continues (prorated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, (i) Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to a Holder exceed an amount equal to 10% of the aggregate amount such Holder paid for the shares of Common Stock issued to such Holder pursuant to the Securities Purchase Agreement and the Warrant Shares issued to such Holder upon exercise of the Warrants, (iii) cease no single event or failure shall give rise to more than one type of Registration Delay Payment or (iv) if a Holder would be required to be named as an “underwriter” in the Resale Registration Statement by the Commission and such Holder elects not to include any Registrable Securities of such Holder in the Resale Registration Statement, or such Holder’s Registrable Securities are not included in the Resale Registration Statement at Holder’s determination, or as a result of Holder’s failure to comply with Section 3(b) of this Agreement, no Registration Delay Payments shall accrue upon the termination with respect to such Registrable Securities of the Registration Period (as defined below)such Holder.
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investorthe Purchaser’s Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due ““ per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen seven percent (157%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations limitations, and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (XpresSpa Group, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed 10% of the aggregate Purchase Price of such Investor’s Registrable Securities. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments when due in a timely manner, such unpaid portion of the Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial exclusive monetary relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) principal amount of such Investor’s Registrable Securities Notes then outstanding, and accrued but unpaid interest thereon, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided cured (provided, however, in the event that there shall be more than only one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., payment of any such amount during any single or period for any Registration Statement if there exists multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if failures during the Failures are simultaneous and for so long as such Failures are simultaneoussame period). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall accrue or otherwise become payable to an Investor (iother than with respect to a Maintenance Failure resulting from a suspension or delisting of (or failure to timely list) not, in the aggregate, exceed fifteen percent (15%shares of Common Stock on an Eligible Market) of the aggregate Purchase Price, (ii) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without restriction under Rule 144 (including, without any restrictions limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined belowRule 144(i)(2), if applicable).
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Required Registration Amount is (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on applicable Required Registration Amount of such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Amended Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) (or such lesser maximum amount that is permitted to be paid by applicable law) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Marshall Edwards Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Ordinary Shares or a failure to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one three percent (1.03.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided howeverprovided, in the event that there aggregate amount of all Registration Delay Payments shall be more than one Failure occurring simultaneously, the 1.0% shall apply in not exceed twelve percent (12.0%) of the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)Purchase Price. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (ParaZero Technologies Ltd.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) ), up to a maximum of 10% of the Purchase Price, of such Investor’s Registrable Securities whether or (solely with respect to such Registrable Securities that are not included in such an effective Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, the Company will not owe any Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease with respect to accrue when all of the any securities that are not deemed to be Registrable Securities because they may be sold pursuant to without volume limitations under Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)144.
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0then 1.5% shall apply in the aggregate (e.g., during any single or multiple Failure, 11.5% shall be due, however 11.5% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below). Notwithstanding the foregoing, the Purchaser acknowledges and agrees that to the extent that the Company shall lack sufficient funds to pay in full the Registration Delay Payments, Alpha Capital Anstalt and Chi Squared Capital Inc. shall have priority in being paid first out of available funds before any Registration Delay Payments shall be paid to the Purchaser and other holders.
Appears in 1 contract
Samples: Registration Rights Agreement (Emerald Medical Applications Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Initial Filing Deadline or Additional Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiii) on any day for five (5) consecutive calendar days after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Shares or a failure to maintain the listing or trading of the Common StockShares on an Eligible Market (as defined in the Note) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not required to be included in such Registration Statement, but not so included, on each of the following dates: (i) the day of a Registration Filing Failure, (ii) the day of a Filing Failure; an Effectiveness Failure and (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on within three (3) Business Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one three percent (13%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Elephant Talk Communications Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Ordinary Shares or a failure to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the day of a Filing FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Filing Failure is cured; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysTrading Days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date day of a Maintenance Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty daysTrading Days) until such Maintenance Failure is cured; provided, that aggregate amount of all Registration Delay Payments to all holders shall not exceed $5,000 per Trading Day and ten percent (10%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price), and provided howeverfurther, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the SEC’s XXXXX system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period. For the avoidance of doubt, in the event that there shall be more than one of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure occurring simultaneouslyor Effectiveness Failure, the 1.0% Company shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall only be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as required to make Registration Delay Payments with respect to one such Failures are simultaneous)event. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with ”) or (iv) if a Registration Failure, a Filing Failure, and an Effectiveness FailureStatement is not effective for any reason or the prospectus contained therein is not available for use for any reason, the “Failures” and each Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”)) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (x) one half of one percent (1.00.5%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Note Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) the initial day of a Current Public Information Failure and (y) one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Note Purchase Agreement) of such Investor’s Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viii) 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; (viiiii) 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 (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (v) on the event that there shall be more thirtieth day after the initial date of a Public Information Failure and every thirtieth day thereafter (pro rated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) Default Rate per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, (i) Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to an Investor exceed an amount equal to 10% of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date, (iii) cease no single event or failure shall give rise to accrue upon the termination more than one type of Registration Delay Payment or (iv) if an Investor would be required to be named as an “underwriter” in the Registration Period (as defined below)Statement by the SEC and such Investor elects, pursuant to Section 3(s) below not to include any Registrable Securities of such Investor in the Registration Statement, no Registration Delay Payments shall accrue with respect to such Registrable Securities of such Investor.
Appears in 1 contract
Samples: Registration Rights Agreement (Manitex International, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) "), or (B) not declared effective by the SEC on or before (x) in the applicable event that the Registration Statement is not subject to a full review by the SEC, the Effectiveness Deadline, or (y) in the event that the Registration Statement is subject to a full review by the SEC, then 130 days after Closing Date (an “Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: for each day of a Filing Failure, an Effectiveness Failure and a Maintenance Failure, an amount in cash equal to one percent one-thirtieth (1.0%1/30th) of the product of (i) the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase 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 Registration Failure, Statement multiplied by (ii) 0.01. Payment of such fee shall be due at the end of each 30 day of period after a Filing Failure; (iii) the day of an , Effectiveness Failure; (iv) the initial day of a Failure or Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerany payments pursuant to this Section 2(f) when due, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Jmar Technologies Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold by non- affiliates of the Company pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure); (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failurerespect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and have such amendment declared effective as soon as practicable); or (iii) the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), a Filing Failure, and an Effectiveness Failure, the “Failures” and each if applicable) (a “Current Public Information Failure”) as a result of which any of the Investors are unable to sell any Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the then-outstanding aggregate Subscription Amount principal amounts of such Investor’s Convertible Notes (as defined in the Securities Purchase applicable Exchange Agreement) (1) on the date of such Investor’s Registrable Securities whether Filing Failure, Effectiveness Failure, Maintenance Failure or not included in Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Registration Statement, on each Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of the following dates: (i) the day of a Registration Failure, date such Current Public Information Failure is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $5,000,000 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iix) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiy) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “Registration Delay Payments.” In no event shall the aggregate amount of all Registration Delay Payments payable to an Investor exceed 5.0% of the aggregate Purchase Price of such Investor’s Registrable Securities. Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained set forth herein, the Company shall not be obligated to make any Registration Delay Payments shall (i) not, in with respect to any Effectiveness Failure resulting from the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease failure to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without register any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)Cutback Shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Rexahn Pharmaceuticals, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. i. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iiA) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to Section 2(a), Section 2(b) or Section 2(f) of this Agreement is not (AI) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) or (BII) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiB) on any day after a Registration Statement has been declared effective by the applicable Effective DateSEC, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(s))) pursuant to such Registration Statement or otherwise (including, without limitation, including because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep the 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock, as determined in accordance with Section 2(f)) (a “Maintenance Failure,” and collectively with a Registration Failure, each of a Filing Failure, and an Effectiveness Failure, the “Failures” Failure and each a Maintenance Failure being referred to as a “FailureRegistration Default”), thenthen the Company shall pay, as partial relief for the liquidated damages (but not as a penalty) to any holder of Preferred Shares or Warrants by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) value of such Investorholder’s Registrable Securities whether or not required to be included in such Registration StatementStatement (such value being determined by multiplying the number of such Registrable Securities by the greater of (x) the then-current market price of such securities, and (y) $0.70) on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv1) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Filing Failure and on every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (vii2) on the thirtieth initial day after the date of an Effectiveness Failure and on every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness Failure is cured; and (viii3) on the thirtieth day after the initial date day of a Maintenance Failure and on every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous).
ii. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) the lesser of 1.5% per month (prorated for partial months) or the highest lawful interest rate, in each case, until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively ”), or (iii) after the expiration of the Registration Period (as defined below) the Company fails to file with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (a “FailureCurrent Public Information Default”) as a result of which any of the Buyers are unable to sell all Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one four percent (1.04%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included original principal amount stated in such Registration StatementInvestor’s Note on the Closing Date (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Default, as applicable, and (2) on each every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the following dates: earlier of (i) the day of a Registration Failure, date such Current Public Information Default is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Generex Biotechnology Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or Failure”)or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (Period, as defined in Section 3(r))) , pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Mergeco Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” . Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase PriceSubsequent Closing Subscription Amount, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 2.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 2% shall be due, however 2% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510%) of the aggregate Purchase Price, and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Nemus Bioscience, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement or Registration Statements covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is are, (A) not filed with the SEC on or before the applicable respective Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.01%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration StatementStatement (or, in the case of a Maintenance Failure resulting from failure to register a sufficient number of shares of Common Stock, cash equal one percent (1%) of the greater of (x) one-third (1/3) of the aggregate Purchase Price or (y) the Purchase Price of such Investor's Registrable Securities that cannot be sold) on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Registration Filing Failure is cured; (viii) on the thirtieth day after the date of a Filing an Effectiveness Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) thereafter until such Filing Effectiveness Failure is cured; (viiiii) on the thirtieth initial day after the date of an Effectiveness a Maintenance Failure and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not not, subject to the reductions provided for by Section 2(d), declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement or Demand Registration Statement, as applicable, cannot be made (other than (A) during an Allowable Grace Period (as defined in Section 3(r)) or (B) during any period in which the Company is diligently pursuing the effectiveness under the 1933 Act of any amendment to such Registration Statement or Demand Registration Statement (a "MAINTENANCE GRACE PERIOD")) pursuant to such Registration Statement or otherwise Demand Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement, subject to the reductions provided for by Section 2(d), or Demand Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Demand Registration Statement, a failure as applicable, to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the such shares of Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, or Demand Registration Statement, as applicable, an amount in cash cash, equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether included (or not included required to be included) in such Registration Statement (or, in the case of a Maintenance Failure, Demand Registration Statement, as applicable) on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Registration Failure is curedafter any Filing Failure; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) after any Effectiveness Failure; and (iii) the thirtieth day (prorated for periods totaling less than thirty (30) days) after any Maintenance Failure is cured and an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities included (or required to be included) in such Registration Statement (or, in the case of a Maintenance Failure, Demand Registration Statement, as applicable) on each of the following dates: (i) on every thirtieth day (prorated for periods totaling less than thirty (30) days) starting with the sixtieth day after the Filing Deadline until such Filing Failure is cured; (viiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) starting with the sixtieth day after the Effectiveness Deadline until such Effectiveness Failure is cured; and (viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) after the occurrence of a Maintenance Failure until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(i) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contained hereincontrary, (i) no Registration Delay Payments shall be due and payable in respect of the Warrants or the Warrant Shares, (iii) notin no event shall the aggregate amount of Registration Delay Payments payable to any Investor (other than Registration Delay Payments payable pursuant to events that are within the control of the Company or MLI) exceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when all Price of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations Notes, and (iii) cease in no case shall Registration Delay Payments be payable from and after the date the Conversion Shares are eligible for sale pursuant to accrue upon Rule 144(k) under the termination of the Registration Period (as defined below)1933 Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Aerobic Creations, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable a Non-Penalty Grace Period (Period, as such term is defined in Section 3(r))below) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, Market or 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (A) a fraction of such holder’s Registrable Securities that are required to be included in an effective Registration Statement under this Agreement divided by the aggregate number of Registrable Securities required to be included in an effective Registration Statement under this Agreement by all holders multiplied by (B) one percent (1.01%) of the aggregate Subscription Agreed Amount (as such term is defined in the Securities Share Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro pro-rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided howeverit being clarified that, in the event that there shall be more than one Failure occurring simultaneouslyeach such case, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% such Registration Delay Payments shall not be due “per Failure” if the Failures continue to accrue with respect to such Holder’s securities that are simultaneous and for so long as such Failures are simultaneous)no longer Registrable Securities. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third fifth Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest beginning on the tenth (10th) day following the due date thereof, calculated at the annual rate of one two percent (12.0%) per month (prorated for partial months) until paid over the prime interest rate quoted by the Wall Street Journal on the date such payment is due, compounded monthly; provided, however, that in fullno event shall such annual interest rate exceed the maximum rate allowed under applicable law. Notwithstanding anything to the contrary contained herein, Each payment of Registration Delay Payments shall (i) notmay be made, at the Company’s discretion, in either cash or Ordinary Shares. In case the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Pricepayment is in Ordinary Shares, (iiA) cease the number of which shall be determined by dividing (x) the applicable Registration Delay Payment by (y) the VWAP on Nasdaq during a 30 trading days prior to accrue when the date giving rise to such Registration Delay Payment, and (B) such Ordinary Shares shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances, and (C) for the sake of the clarity, such shares shall be considered Registrable Securities for all intents and purposes hereof (unless they may be freely sold by the Holder in the market pursuant to Rule 144 without any restrictions limitation thereunder on volume or limitations and (iii) cease to accrue upon the termination manner of the Registration Period (as defined belowsale).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If either: (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (iia) a 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 is: (Ai) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”) ), or (Bii) not declared effective by the SEC Commission on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) ), or (iiib) on any day during the Reporting Period and after the applicable Effective DateEffectiveness Deadline, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (i) during an Allowable Grace Period or (as defined in Section 3(r))ii) if the Registration Statement is on Form S-1, for a period of 15 days following the date the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for in satisfaction of the damages to any holder of Registrable Securities by reason of a Failure (which remedy shall not be exclusive any such delay in or reduction of any other remedies available at law or in equity, including, without limitation, specific performance or its ability to sell the additional obligation underlying shares of the Company to register any Cutback Shares)Common Stock, the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent additional interest (1.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v“Additional Interest”) on the thirtieth Notes in the same manner as the interest on such Note pursuant to Section 3.2 for each day after (x) from the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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) occurs until such Filing Failure is cured; (viiy) on from the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) occurs until such Effectiveness Failure is cured; and (viiiz) on from the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) occurs until such Maintenance Failure is cured; provided howevercured (each such period referred to in clause (x), in (y) or (z), a “Failure Period”). Additional Interest will accrue at a rate per annum equal to 0.25% for the event that there first 90 days of any Failure Period and thereafter at a rate per annum equal to 0.50%. No Additional Interest shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon required following the termination of the Registration Period (as defined below)Reporting Period.
Appears in 1 contract
Samples: Note Purchase Agreement (Allurion Technologies, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness DeadlineDeadline (subject to any applicable Deferral Period), (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))or Deferral Period) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to the Security Agent on behalf each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription Amount (as defined in outstanding principal amount of the Securities Purchase Agreement) Notes of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth (30th) day after the date of a Registration Failure, Effectiveness Failure or Maintenance Failure, as applicable, and every thirtieth (30th) day thereafter (pro rated for periods totaling less than thirty (30) days) until such Registration Failure, Effectiveness Failure or Maintenance Failure, as applicable, is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent two (152.0%) of the aggregate Purchase Price, outstanding principal amount of the Notes and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of after the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Arkados Group, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “"Effectiveness Failure”") or (iiiii) on any day after such Registration Statement has been declared effective by the applicable Effective Date, SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Stock)(a "Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities Debentures relating to such Registration Statement an amount in cash equal to one percent Statement: (1.0%I) of the aggregate Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of , an Effectiveness Failure; (iv) Failure and the initial day of a Maintenance Failure; , an amount in cash equal to the product of (vi) the aggregate Principal (as such term is defined in the Debentures) of such Investor's Debentures convertible into Conversion Shares included in such Registration Statement multiplied by (ii) 0.01, and (II) on the thirtieth earlier of the last day of each 30 day period after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) on the thirtieth day after the date of Failure, an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date day of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be dueas the case may be, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid or on the earlier of (I) the dates set forth above and (II) the third Business Day after the event any such Filing Failure, Effectiveness Failure or failure giving rise Maintenance Failure is cured, an amount in cash equal to the product of (i) the aggregate Principal of such Investor's Debentures convertible into Conversion Shares included in such Registration Delay Payments is curedStatement multiplied by (ii) 0.02. In the event the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If If: (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 is: (A) not filed with the SEC on or before the applicable Filing Deadline (a “Filing Failure”) ), or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))Period) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 quotation or listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), or (iv) if a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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%x) 0.5% of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) value of such Investorholder’s Registrable Securities whether or not included in (such Registration Statementvalue being determined by multiplying the number of such holder’s Registerable Securities by: the Closing Sale Price of one share of Common Stock on the Trading Day immediately preceding the date of determination, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) the initial day of a Current Public Information Failure, and (y) 1.0% of the aggregate value of such holder’s Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (viiiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (v) on the event that there shall be more thirtieth day after the initial date of a Public Information Failure and every thirtieth day thereafter (prorated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g2.1(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above above, and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) and 1.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary contained hereincontrary, (i) Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to an Investor exceed an amount equal to 2.5% of the original principal amount stated in the Note on the Closing Date (as defined in the Financing Agreement), (iii) cease no single event or failure shall give rise to accrue upon the termination more than one type of Registration Delay Payment, or (iv) if an Investor would be required to be named as an “underwriter” in the Registration Period (as defined below)Statement by the SEC and such Investor elects, pursuant to Section 2.2(q) below not to include any Registrable Securities of such Investor in the Registration Statement, no Registration Delay Payments shall accrue with respect to such Registrable Securities of such Investor.
Appears in 1 contract
Samples: Investor/Registration Rights Agreement (Midwest Energy Emissions Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Shares or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreementeach SPA) 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth fifteenth day after the date of a Registration Failure and every thirtieth fifteenth day thereafter (pro pro-rated for periods totaling less than thirty fifteen days) until such Registration Failure is cured; (vi) on the thirtieth fifteenth day after the date of a Filing Failure and every thirtieth fifteenth day thereafter (pro pro-rated for periods totaling less than thirty fifteen days) until such Filing Failure is cured; (vii) on the thirtieth fifteenth day after the date of an Effectiveness Failure and every thirtieth fifteenth day thereafter (pro pro-rated for periods totaling less than thirty fifteen days) until such Effectiveness Failure is cured; and (viii) on the thirtieth fifteenth day after the initial date of a Maintenance Failure and every thirtieth fifteenth day thereafter (pro pro-rated for periods totaling less than thirty fifteen days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.02.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 12% shall be due, however 12% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen one hundred percent (15100%) of the aggregate Purchase Price, (ii) cease to accrue during periods when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (NLS Pharmaceutics Ltd.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial exclusive monetary relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) principal amount of such Investor’s Registrable Securities Notes then outstanding, and accrued but unpaid interest thereon, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided cured (provided, however, in the event that there shall be more than only one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., payment of any such amount during any single or period for any Registration Statement if there exists multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if failures during the Failures are simultaneous and for so long as such Failures are simultaneoussame period). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall accrue or otherwise become payable to an Investor (iother than with respect to a Maintenance Failure resulting from a suspension or delisting of (or failure to timely list) not, in the aggregate, exceed fifteen percent (15%shares of Common Stock on an Eligible Market) of the aggregate Purchase Price, (ii) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without restriction under Rule 144 (including, without any restrictions limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined belowRule 144(i)(2), if applicable).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible MarketMarket but excluding suspensions affecting the market generally, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of purchase price paid for such Investor’s Buyer's Registrable Securities whether or not included in such Registration Statement, on Statement thirty days after each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however. Notwithstanding the foregoing, in the event that there no payment, pursuant to this Section 2(f), shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during payable with respect to any single or multiple Failure, 1% shall be due, however 1% Notes which shall not be due “per Failure” if have been issued or are no longer outstanding as of the Failures are simultaneous and for so long as such Failures are simultaneous)date on which the computation is being made. The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments Payment shall be payable with respect to a Filing Failure if the Registration Statement is declared effective by the Required Effective Date, and in determining the amount of the Registration Delay Payments, references to Registrable Securities shall mean only (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase PriceShares, (ii) cease those Purchase Option Shares with respect to accrue when all of which the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations Purchase Option is then exercisable, and (iii) cease ), with respect to accrue upon an Additional Registration Statement filed pursuant to Section 2(b)(ii), only if an event has occurred which makes the termination of the Registration Period (as defined below)Notes convertible.
Appears in 1 contract
Samples: Registration Rights Agreement (Quest Patent Research Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall not be deemed to have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure); or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(a) above (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure); or (iiiii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the Common Shares on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common StockShares) (a “Maintenance Failure” ”) (provided that if an Investor transfers its rights hereunder pursuant to Section 9 and collectively the transferee requests inclusion in such Registration Statement which requires the Company under applicable law to file a post-effective amendment to such Registration Statement, then a Maintenance Failure shall not be deemed to have occurred solely with a Registration Failure, a Filing Failure, respect to the filing of such post-effective amendment only if the Company is using its commercially reasonable efforts to file such amendment and an Effectiveness Failure, the “Failures” and each a “Failure”have such amendment declared effective as soon as practicable), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the Underlying Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one-half of one percent (1.00.5%) of the aggregate Subscription Amount purchase price paid by the Buyer for the Shares under the Purchase Agreement with respect to the Underlying Common Shares to be so registered (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v1) on the thirtieth day after the date of a Registration such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable, and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi2) on the thirtieth every thirty (30) day after the date anniversary of (I) a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (viiII) 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 (viiiIII) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter until such Maintenance Failure is cured (in each case, pro rated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured); provided provided, however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% liquidated damages shall not be due “per Failure” if required to be paid with respect to those Registrable Securities which cannot be registered under Rule 415 solely as a result of action or pronouncement by the Failures are simultaneous and for so long as such Failures are simultaneous)SEC. The payments to which a holder shall be entitled pursuant to this Section 2(g2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirtieth (30th) day anniversary of such event or failure, then no Registration Delay Payment shall be required to be paid with respect to such period. In Notwithstanding anything contained in this Section 2(e) to the contrary, in no event shall the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, exceed $50,000 in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; , (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Ordinary Shares or a failure to maintain the listing of the Common StockOrdinary Shares) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying Ordinary Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Registration Failure is cured, (ii) the day of a Filing FailureFailure and on each thirtieth Trading Day thereafter (pro-rated for periods totaling less than thirty Trading Days) until such Filing Failure is cured; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty daysTrading Days) until such Effectiveness Failure is cured; and (viiiiv) on the thirtieth day after the initial date day of a Maintenance Failure and every on each thirtieth day Trading Day thereafter (pro pro-rated for periods totaling less than thirty daysTrading Days) until such Maintenance Failure is cured; provided, that aggregate amount of all Registration Delay Payments to all holders shall not exceed $5,000 per Trading Day and five percent (5%) of the aggregate Purchase Price (and such reduced amount will be distributed pro rata amongst such holders based on the aggregate Purchase Price), and provided howeverfurther, that for purposes of this sentence only, “Trading Day” shall include only Trading Days on which the SEC’s EXXXX system accepts filings. Notwithstanding anything to the contrary contained herein, no Registration Failure, Filing Failure, Effectiveness Failure or Maintenance Failure shall continue to accrue Registration Delay Payments after the end of the Registration Period. For the avoidance of doubt, in the event that there shall be more than one of a simultaneous occurrence of a Registration Failure, Filing Failure, Maintenance Failure occurring simultaneouslyor Effectiveness Failure, the 1.0% Company shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall only be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as required to make Registration Delay Payments with respect to one such Failures are simultaneous)event. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities that may, in accordance with SEC regulations, be included in the Initial Registration Statement (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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, a failure to maintain qualification for quotation of the Common Stock on the Current Information Tier of the OTC Pink, or a failure failure, following the Listing Deadline, to maintain the listing of the Common StockStock on the OTCQB) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount value of such holder’s Registrable Securities (such value being determined by multiplying the number of such holder’s Registerable Securities by the Closing Sale Price (as defined in the Securities Purchase AgreementWarrant) of such Investor’s Registrable Securities one share of Common Stock on the Trading Day immediately preceding the date of determination), whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth (30th) day after the date of a Registration Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) on the thirtieth (30th) day after the date of a Filing Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Filing Failure is cured; (vii) on the thirtieth (30th) day after the date of an Effectiveness Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Effectiveness Failure is cured; and (viii) on the thirtieth (30th) day after the initial date of a Maintenance Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g3(h) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (Ii) the dates set forth above above, and (IIii) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Quest Patent Research Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any application of Section 00) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the applicable Filing Deadline for such Registration Statement (a “Filing Failure”) or (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 0 hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure)or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date of such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 00 above (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied this clause (iiii)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) on any day after the applicable Effective Date, Date of such Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any application of Section 00) cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 suspension or delisting of (or a failure to timely list) the shares of Common Stock on its principal trading market or exchange, or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively ”) or (iii) after the expiration of the Registration Period (as defined below) the Company fails to file with a Registration Failurethe SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), a Filing Failure, and an Effectiveness Failure, the “Failures” and each if applicable) (a “FailureCurrent Public Information Default”)) as a result of which any of the Buyers are unable to sell all Registrable Securities without restriction under Rule 144 (including, thenwithout limitation, volume restrictions),then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent two (1.02%) percent of the aggregate Subscription Amount Purchase Price (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or not included in Current Public Information Default, as applicable, and (2)on every thirty (30) day anniversary of (I) a Filing Failure until such Registration Statement, on each Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Default until the earlier of the following dates: (i) the day of a Registration Failure, date such Current Public Information Default is cured and (ii) the day of a Filing Failure; such time that such public information is no longer required pursuant to Rule 144 (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case, pro rated for periods totaling less than thirty (30) days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder an Investor shall be entitled pursuant to this Section 2(g) 00 are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payments Payment for any particular event or failure (which shall be paid on the earlier date of (I) the dates such event or failure, as set forth above and (II) above), without limiting the third Business Day after the foregoing, if an event or failure giving rise to the Registration Delay Payments is curedcured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely mannermanner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments shall be owed to an Investor (i) not, in the aggregate, exceed fifteen percent (15%) other than with respect to a Maintenance Failure resulting from a suspension or delisting of the aggregate Purchase Price, (iishares of Common Stock on the Company’s principal trading market or exchange) cease with respect to accrue when any period during which all of the such Investor’s Registrable Securities may be sold pursuant to by such Investor without restriction under Rule 144 (including, without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined belowlimitation, volume restrictions).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (principal amount outstanding of the Notes as defined in of the Securities Purchase Agreement) applicable date of such Investor’s Registrable Securities determination, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (in each case pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary contained hereincontrary, in no event shall the aggregate amount of Registration Delay Payments shall (i) notexceed, in the aggregate, exceed fifteen percent (15%) 3% of the aggregate Purchase Price, (ii) cease to accrue when all principal amount of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination Notes outstanding as of the Registration Period Closing Date for any thirty (as defined below)30) day period.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If any of the following occur:
(i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement (including the initial Registration Statement and any Subsequent Registration Statements) covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is is
(A) not filed with the SEC on or before the applicable Filing Deadline (a “"Filing Failure”") or or
(B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “"Effectiveness Failure”") or or
(iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement or Subsequent Registration Statement, as applicable, cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise Subsequent Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to (a) keep such Registration Statement or Subsequent Registration Statement effective, a failure to (b) disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Subsequent Registration Statement, a failure to as applicable, (c) register a sufficient number of shares of Common Stock Shares pursuant to Section 2(c), or a failure to (d) maintain the listing with the Initial Principal Market or other Eligible Market, as applicable of the Common Stocksuch Shares registered pursuant to this Agreement) (a “"Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), ; then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating required under this Agreement to be, or remain (as applicable), registered under such Registration Statement Statement, or Subsequent Registration Statement, as applicable (the “Subject Securities”), an amount in cash cash,
(A) equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the applicable Securities Purchase Agreement) of such Investor's Subject Securities that corresponds to the number of such Investor’s Registrable Subject Securities whether or not included permitted to be registered by the SEC in such Registration Statement, Statement pursuant to Rule 415 on each of the following dates: :
(i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) after any Filing Failure during the period commencing on the date of such Filing Failure until the ninetieth (90th) day after such Registration Filing Failure (or, if earlier, the date on which such Filing Failure is cured; );
(viii) on the thirtieth day after the date of a Filing Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) after any Effectiveness Failure during the period commencing on the date of such Effectiveness Failure until the ninetieth (90th) day after such Effective Failure (or, if earlier, the date on which such Effectiveness Failure is cured), and
(iii) the thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) after the occurrence of any Maintenance Failure during the period commencing on the date of such Maintenance Failure until the ninetieth (90th) day after such Maintenance Failure (or, if earlier, the date on which such Maintenance Failure is cured), and
(B) equal to two percent (2.0%) of the aggregate Purchase Price of such Investor's Subject Securities that corresponds to the number of such Investor’s Subject Securities permitted to be registered by the SEC in such Registration Statement pursuant to Rule 415 on each of the following dates:
(i) on every thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) starting with the ninety-first (91st) day after the Filing Deadline until such Filing Failure is cured; ;
(viiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) starting with the ninety-first (91st) day after the Effectiveness Deadline until such Effectiveness Failure is cured; and and
(viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth (30th) day thereafter (pro rated prorated for periods totaling less than thirty (30) days) starting with the ninety-first (91st) day after the occurrence of a Maintenance Failure until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(i) are referred to herein as “"Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. " In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreements to the contrary contained hereincontrary, (i) no Registration Delay Payments shall be due and payable in respect of the Warrant Shares, (iii) not) in no event shall the aggregate amount of Registration Delay Payments payable to any Investor exceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase Price, (ii) cease to accrue when Price of all of the Registrable Securities may purchased by such Investor, (iii) in no case shall Registration Delay Payments be sold payable from and after the date the Conversion Shares or the PIPE Shares are eligible for sale pursuant to Rule 144 without any restrictions or limitations 144(k) under the 1933 Act, and (iiiiv) cease the Company shall have no obligation to accrue upon pay any such Registration Delay Payments to the termination of Investor during an Effectiveness Failure or Maintenance Failure for any delay substantially due to information required from the Registration Period (as defined below)Investor not being provided or being inaccurate or incomplete.
Appears in 1 contract
Samples: Registration Rights Agreement (Comanche Clean Energy Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder of Registrable Securities by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and three-quarters percent (1.01.75%) of the aggregate Subscription Amount product of (as defined in i) the Securities Purchase AgreementMarket Price and (ii) the number of such Investor’s Registrable Securities whether or not included in held by such Registration Statement, Investor on each of the following datesdates with respect to which there is a Filing Failure, Effectiveness Failure or Maintenance Failure: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (viiii) 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 (viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is curedeach applicable Accrual Date. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-quarter percent (11.25%) per month (prorated for partial months) until paid in full. Notwithstanding anything Upon the expiration of the Registration Period, no Registration Delay Payment shall accrue pursuant to this Section 2(g); provided, that the contrary contained herein, Company shall remain obligated to make all Registration Delay Payments shall (i) notthat accrued prior to that date and were not made, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without plus any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below)interest thereon.
Appears in 1 contract
Samples: Registration Rights Agreement (Hutchinson Technology Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Initial Filing Deadline Deadline, (ii) any Additional Registration Statement is not filed with the SEC on or prior to 5 Business Days after the date of effectiveness of the Initial Registration Statement or the last filed Additional Registration Statement, as the case may be, (each of (i) and (ii) above, a “Filing Failure”), (iii) one or (B) more Registration Statements covering at least 50% of the Registrable Securities is not declared effective by the SEC on or before the applicable 50% Effectiveness Deadline, Deadline (an a “50% Effectiveness Failure”), (iv) one or more Registration Statements covering the Required Registration Amount of the Registrable Securities is not declared effective by the SEC on or before the 100% Effectiveness Failure deadline (a “100% Effectiveness Failure”), or (iiiv) on any day after the applicable Effective Date, Date sales of all of the any Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(o)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares Shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to to: (A) one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether (the “Investor’s Purchase Price”) as to which the applicable Filing Failure, 50% Effectiveness Failure, 100% Effectiveness Failure or not included in such Registration Statement, Maintenance Failure applies on each of the following dates: (i) the day of a Registration FailureFiling Failure and on the thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured, (ii) the day of a Filing Failurean Effectiveness Failure and on the thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) Failure and on the thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured, (B) two percent (2.0%) of such Investor’s Purchase Price in such Registration Statements on each of the date following dates: (i) on the sixtieth day (prorated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) on the sixtieth day (prorated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; and (iii) on the sixtieth day (prorated for periods totaling less than thirty days) of a Maintenance Failure until such Maintenance Failure is cured; and (C) three percent (3.0%) of such Investor’s Total Purchase Price in such Registration Failure Statements on each of the following dates: (i) on the ninetieth day and on every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after a Filing Failure until such Registration Filing Failure is cured; , (viii) on the thirtieth ninetieth day after the date of a Filing Failure and in every thirtieth day thereafter (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Filing Effectiveness Failure is cured; and (viiiii) on the thirtieth ninetieth day after the date of an Effectiveness Failure and in every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Notwithstanding the foregoing, in no event shall the aggregate of all Registration Delay Payments exceed 20% of the aggregate of all Investor’s Total Purchase Price. Registration Delay Payments shall be paid on the day of the Filing Failure, Effectiveness Failure and the initial day of a Maintenance Failure, as applicable, and thereafter on the earlier of (I) the dates set forth above thirtieth day after the event or failure giving rise to the Registration Delay Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Universal Food & Beverage Compny)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one percent (1%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0then 1.5% shall apply in the aggregate (e.g., during any single or multiple Failure, 11.5% shall be due, however 11.5% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that and while the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Emerald Medical Applications Corp.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable respective Effectiveness Deadline, (an “Effectiveness Failure”) or (iiiii) on any day after the applicable respective Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), including, without limitation, specific performance or (A) the additional obligation Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2.0%) of the Company to register any Cutback Shares), aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor's Registrable Securities 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; and (iii) the initial day of a Maintenance Failure; and (B) 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 Subscription Amount (as defined in the Securities Purchase Agreement) Price of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, Statement on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (viiii) 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 (viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier later of (I) the dates set forth above and or (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Universal Travel Group)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “"Failures” " and each a “"Failure”"), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “"per Failure” " if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold by non-affiliates of the Company pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or that are not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and one and one-half percent (1.5%) of such aggregate Subscription Amount every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.02.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 12% shall be due, however 12% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen three percent (153.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of to the extent that the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Echo Therapeutics, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) "), or (B) not declared effective by the SEC on or before (x) in the applicable event that the Registration Statement is not subject to a full review by the SEC, the Effectiveness Deadline, or (y) in the event that the Registration Statement is subject to a full review by the SEC, then 120 days after Closing Date (an “Effectiveness Failure”") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”"), then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: for each day of a Filing Failure, an Effectiveness Failure and a Maintenance Failure, an amount in cash equal to one percent one-thirtieth (1.0%1/30th) of the product of (i) the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase 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 Registration Failure, Statement multiplied by (ii) 0.01. Payment of such fee shall be due at the end of each 30 day of period after a Filing Failure; (iii) the day of an , Effectiveness Failure; (iv) the initial day of a Failure or Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely mannerany payments pursuant to this Section 2(f) when due, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Jmar Technologies Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Securities, (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible MarketMarket but excluding suspensions affecting the market generally, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Sharesperformance), (A) the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.01.5%) of the aggregate Subscription Amount (as defined in the Securities Purchase Agreement) of purchase price paid for such InvestorHolder’s Registrable Securities whether or not included in such Registration Statement, on Statement thirty days after each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iiiii) the day of an Effectiveness Failure; (iviii) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viiv) 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; (viiv) 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 (viiivi) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained hereinforegoing, no Registration Delay Payments Payment shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease be payable with respect to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of a Filing Failure if the Registration Period (as defined below)Statement is declared effective by the Required Effective Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Quest Patent Research Corp)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline for any reason other than the failure of Legal Counsel to complete its review of the Registration Statement no later than two (2) Business Days prior to its filing (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”) or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) below)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure failure: (A) to keep such Registration Statement effective, a failure (B) to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure or (C) to register a sufficient number of shares of Common Stock or a failure to maintain the listing of have the Common Stock) Stock listed or quoted, or not suspended, on the Principal Market (a as defined in the Securities Purchase Agreement))(a “Maintenance Failure” and collectively with a Registration Failure”), a Filing Failureor (iii) the exercise rights of the holders pursuant to the Additional Investment Rights are suspended or not honored for any reason (the foregoing, and an Effectiveness Failure, the “Failures” and each a “AIR Exercisability Failure”), then, as partial relief for the damages to any holder Investor by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement: (1) on each of the day of a Filing Failure, an Effectiveness Failure, a Maintenance Failure or an AIR Exercisability Failure, as the case may be, an amount in cash equal to one percent the product of: (1.0%i) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase 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 Registration Failure, Statement multiplied by (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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; 0.005, and (viii2) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) last day of each 30-day period after a Filing Failure, an Effectiveness Failure, a Maintenance Failure or a AIR Exercisability Failure, as the case may be, or on the third Business Day after the event any such Filing Failure, Effectiveness Failure, Maintenance Failure or failure giving rise AIR Exercisability Failure is cured, an amount in cash equal to the product of (i) the aggregate Purchase Price of such Investor’s Registrable Securities included in such Registration Delay Payments is curedStatement included in such Registration Statement multiplied by (ii) 0.010 (prorated for partial months). In the event If the Company fails to make Registration Delay Payments any payments pursuant to this Section 2(f) in a timely manner, such Registration Delay Payments payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “"Registration Failure”"), (ii) a 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 applicable Filing Deadline (a “"Filing Failure”") or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “"Effectiveness Failure”") or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “"Maintenance Failure” " and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.02.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 12% shall be due, however 12% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “"Registration Delay Payments.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen ten percent (1510.0%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).
Appears in 1 contract
Samples: Registration Rights Agreement (Aethlon Medical Inc)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with ”) or (iv) if a Registration Failure, a Filing Failure, and an Effectiveness FailureStatement is not effective for any reason or the prospectus contained therein is not available for use for any reason, the “Failures” and each Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public Information Failure”)) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to (x) one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) the initial day of a Current Public Information Failure and (y) two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities, whether or not included in such Registration Statement, on each of the following dates: (i) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (viii) 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; (viiiii) 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 (viiiiv) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in and (v) on the event that there shall be more thirtieth day after the initial date of a Public Information Failure and every thirtieth day thereafter (pro rated for periods totaling less than one thirty days) until such Public Information Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous)is cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, (i) Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and limitations, (ii) in no event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance with the preceding sentence) paid to an Investor exceed an amount equal to 10% of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date, (iii) cease no single event or failure shall give rise to accrue upon the termination more than one type of Registration Delay Payment or (iv) if an Investor would be required to be named as an “underwriter” in the Registration Period (as defined below)Statement by the SEC and such Investor elects, pursuant to Section 3(s) below not to include any Registrable Securities of such Investor in the Registration Statement, no Registration Delay Payments shall accrue with respect to such Registrable Securities of such Investor.
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”"FILING FAILURE") or (B) not not, subject to the reductions provided for by Section 2(d), declared effective by the SEC on or before the applicable Effectiveness Deadline, Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE") or (iiiii) on any day after the applicable Effective Date, Date sales of all of the Registrable Securities required to be included on such Registration Statement or Demand Registration Statement, as applicable, cannot be made (other than (A) during an Allowable Grace Period (as defined in Section 3(r))) or (B) during any period in which the Company is diligently attempting diligently pursuing the effectiveness of such amendment to such Registration Statement or Demand Registration Statement and for two Business Days after the resolution of such comments) pursuant to such Registration Statement or otherwise Demand Registration Statement (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement, subject to the reductions provided for by Section 2(d), or Demand Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Demand Registration Statement, a failure as applicable, to register a sufficient number of shares of Common Stock or a failure to maintain the listing of the such shares of Common Stock) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), "MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement Statement, or Demand Registration Statement, as applicable, an amount in cash cash, equal to one percent (1.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s 's Registrable Securities whether included (or not included required to be included) in such Registration Statement (or, in the case of a Maintenance Failure, Demand Registration Statement, as applicable) on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) until such Registration Failure is curedafter any Filing Failure; (viii) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) after any Effectiveness Failure; and (iii) the thirtieth day (prorated for periods totaling less than thirty (30) days) after any Maintenance Failure is cured and an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such Investor's Registrable Securities included (or required to be included) in such Registration Statement (or, in the case of a Maintenance Failure, Demand Registration Statement, as applicable) on each of the following dates: (i) on every thirtieth day (prorated for periods totaling less than thirty (30) days) starting with the sixtieth day after the Filing Deadline until such Filing Failure is cured; (viiii) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) starting with the sixtieth day after the Effectiveness Deadline until such Effectiveness Failure is cured; and (viiiiii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated prorated for periods totaling less than thirty (30) days) after the occurrence of a Maintenance Failure until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g2(i) are referred to herein as “Registration Delay Payments"REGISTRATION DELAY PAYMENTS.” " Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above last day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary contained hereincontrary, (i) no Registration Delay Payments shall be due and payable in respect of the Warrants or the Warrant Shares, (iii) notin no event shall the aggregate amount of Registration Delay Payments payable to any Investor (other than Registration Delay Payments payable pursuant to events that are within the control of the Company or MLI) exceed, in the aggregate, exceed fifteen percent (15%) 10% of the aggregate Purchase PricePrice of such Investor's Shares, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease in no case shall Registration Delay Payments be payable from and after the date the Conversion Shares are eligible for sale pursuant to accrue upon Rule 144(k) under the termination of the Registration Period (as defined below)1933 Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Aerobic Creations, Inc.)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial a Registration Statement when covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective fails to register by the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”)Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to thereby, as described in Section 2(e) of this Agreement Agreement, is (A) not filed with the SEC Commission on or before the applicable Filing Deadline (a “Filing Failure”deadline described in Section 2(e) of this Agreement or (B) is not declared effective by the SEC Commission on or before the applicable Effectiveness Deadlinedeadline described in Section 2(e) of this Agreement, (an “Effectiveness Failure”) or (iii) on any day after such Registration Statement has been declared effective by the applicable Effective DateCommission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))3(n) of this Agreement) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 Statement or to register a sufficient number of shares of Common Stock Stock), or (iv) a failure to maintain Grace Period (as defined in Section 3(n) of this Agreement) exceeds the listing length of an Allowable Grace Period (each of the Common Stock) items described in clauses (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”i), then, (ii) and (iii) above shall be referred to as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares"Registration Delay"), then the Company shall pay (1) to each holder of Registrable Securities relating to such Registration Statement the Notes or Conversion Shares an amount in cash equal to one percent (1.0%) the product of the aggregate Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, initial principal amount paid for such Note or the related Conversion Shares multiplied by (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier product of (I) the dates set forth above and percentage determined by dividing (A) the Applicable Percentage by (B) 30, multiplied by (II) the third Business Day sum of (x) the number of days (including any partial days) after the event Filing Deadline or failure giving rise to the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Delay Payments Statement is cured. In not filed with the event Commission, plus (y) the Company fails to make Registration Delay Payments number of days (including any partial days) after the Effectiveness Deadline or the deadline described in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%Section 2(e) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of this Agreement that the Registration Period Statement is not declared effective by the Commission, plus (as defined below).z) after the
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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) (a “Maintenance Failure” and collectively with a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures” and each a “Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one two percent (1.02.0%) of the aggregate Subscription Amount Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities Securities, whether or not included in such Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen fourteen percent (1514.0%) of the aggregate Purchase Price, Price and (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of after the Registration Period (as defined below).
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Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) after the Initial Effectiveness Deadline, the Initial Registration Statement when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration Failure”), (ii) a Registration Statement covering the resale of 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 applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”) or ), (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)3(o)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market, 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 StockStock on an Eligible Market) (a “Maintenance Failure” ”) or (iv) at any time during the period commencing from the six (6) month anniversary of the Closing Date and collectively with ending at such time that all of the Registrable Securities, if a Registration FailureStatement is not available for the resale of all of the Registrable Securities, a Filing Failuremay be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (x) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and an Effectiveness Failure, the “Failures” and each Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”), ) then, as partial relief for the damages to any holder by reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the Company to register any Cutback Shares), 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 Subscription Amount (as defined in the Securities Purchase 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 Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi) 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; (vii) 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 (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous). The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii) cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii) cease to accrue upon the termination of the Registration Period (as defined below).such
Appears in 1 contract
Samples: Registration Rights Agreement (Lifecore Biomedical, Inc. \De\)
