Failure To Effect Registration. (A) With respect to all Registration Failures, a Registration Failure occurs and remains uncured for a period of more than thirty (30) days (or forty-five (45) days in the case where the Company (1) has, by the Filing Deadline (as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the Registration Rights Agreement) covering this Warrant and the number of shares required by the Registration Rights Agreement, and (2) has responded in writing to any comments to the Registration Statement that the Company has received from the SEC within ten (10) Trading Days of such receipt, and nevertheless the SEC has not declared effective a Registration Statement covering the this Warrant and the Warrant Shares by the Registration Deadline (as defined in the Registration Rights Agreement)), and such Registration Failure relates solely to the Company’s failure to have the Registration Statement declared effective by the Registration Deadline (as defined in the Registration Rights Agreement); and (B) with respect to a Registration Failure provided in clause (E) of the definition of “Registration Failure,” such Registration Failure occurs and remains uncured for a period of more than thirty (30) days;
Failure To Effect Registration. With respect to all Registration Failures, a Registration Failure occurs and remains uncured for a period of more than sixty (60) days after written notice thereof by Holder to the Company; provided that in each case, a Registration Failure shall be deemed to not have occurred if such Registration Failure results from a breach by any holder of a Registrable Security of its obligations pursuant to Section 4 of the Investor Rights Agreement.
Failure To Effect Registration. A Registration Failure occurs and remains uncured for a period of more than thirty (30) days.
Failure To Effect Registration. With respect to all Registration Failures, a Registration Failure occurs and remains uncured for a period of more than thirty (30) days (or forty-five (45) days in the case where the Company has, by the Filing Deadline (as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the Registration Rights Agreement) covering this Warrant and the number of shares required by the Registration Rights Agreement, and (ii) has responded in writing to any comments to the Registration Statement that the Company has received from the SEC, within twenty (20) days of such receipt, and nevertheless the SEC has not declared effective a Registration Statement covering this Warrant and the Shares by the Registration Deadline (as defined in the Registration Rights Agreement)), and such Registration Failure relates solely to the Company’s failure to have the Registration Statement declared effective by the Registration Deadline (as defined in the Registration Rights Agreement), and with respect to a Registration Failure provided in clause (E) of the definition of “Registration Failure”, such Registration Failure occurs and remains uncured for a period of more than thirty (30) days. For the avoidance of doubt, nothing in the immediately preceding sentence shall be construed to increase the obligations of the Company under the definition of “Registration Failure” above.
Failure To Effect Registration. If the Corporation shall fail to file the Registration Statement with respect to the Registrable Shares within the time period described in Section 2.1 or obtain or maintain the effectiveness thereof or maintain the listing of the Common Stock (as described in Section 2.2) within the time periods described in Section 2.4, then, with respect to each 30-day period (or pro rata for any portion thereof) after such date for which such Registration Statement contemplated thereby shall not have been filed or made effective, the Corporation will issue to each Purchaser warrants to purchase Common Stock equal to two percent (2%) of the number of Registrable Shares owned by such Purchaser (the "Penalty Warrants"), such warrants having the terms and conditions substantially as set forth in the Form of Warrant attached hereto as Exhibit A. The Corporation shall issue and deliver to the Purchasers any Penalty Warrants within 10 days after the end of each such 30-day period (or portion thereof).
Failure To Effect Registration. If the Corporation shall fail file the Registration Statement with respect to the Registrable Securities within the time period described in Section 2.1 or use reasonable efforts to obtain or maintain the effectiveness thereof or maintain the listing of the Common Stock (as described in Section 2.2) within the time periods described in Section 2.4, then, with respect to each 30-day period (or pro rata for any portion thereof) after such date for which such Registration Statement contemplated thereby shall not have been filed or made effective, the Corporation will issue to each Subscriber, Nugent, Baudanza, Horn and, to the extent Investa holds Registrable Securities, to Investa warrants to purchase Common Stock equal to one half of one percent (.5%) of the number of Registrable Shares owned by such Subscriber, Nugent, Baudanza, Horn and Investa, if any (the "Penalty Warrants"), such warrants having the terms and conditions substantially as set forth in the Form of Warrant attached hereto as Schedule A. The Corporation shall issue and deliver any Penalty Warrants within 10 days after the end of each such 30-day period (or portion thereof).
Failure To Effect Registration. A Registration Failure occurs and remains uncured for a period of more than thirty (30) days (or forty-five (45) days in the case where the Company (i) has, by the Filing Deadline (as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the Registration Rights Agreement) covering the Warrant Shares required by the Registration Rights Agreement, and (ii) has responded in writing to any comments to the Registration Statement that the Company has received from the SEC, within fourteen (14) days of such receipt, and nevertheless the SEC has not declared effective a Registration Statement covering such Warrant Shares by the Registration Deadline (as defined in the Registration Rights Agreement)), and such Registration Failure relates solely to the Company’s failure to have the Registration Statement declared effective by the Registration Deadline (as defined in the Registration Rights Agreement);
Failure To Effect Registration. The Borrower fails to obtain effectiveness with the Securities and Exchange Commission prior to July 11, 1999 of the Registration Statement(s) (as defined in the Registration Rights Agreement) required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to obtain the effectiveness of any additional Registration Statement (required to be filed pursuant to Section 3(b) of the Registration Rights Agreement) within 120 days after the Registration Trigger Date (as defined in the Registration Rights Agreement), or any such Registration Statement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Borrower's failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement , the Borrower's failure to file and obtain effectiveness with the SEC of an additional Registration Statement required pursuant to Section 3(b) of the Registration Rights Agreement or otherwise) for more than thirty (30) consecutive days or sixty (60) days in any twelve month period after such Registration Statement becomes effective;
Failure To Effect Registration. (a) The parties hereto agree that the Holders will suffer damages if the Company fails to fulfill its obligations under Section 3, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (a) the Shelf Registration Statement is not declared effective within 180 days after the Closing Date; or (b) other than during an Allowable Grace Period (defined in Section 6(b) below), the Shelf Registration Statement is filed and declared effective within 180 days after the Closing Date but shall thereafter cease to be effective within the time period specified in Section 3(a) (each such event referred to in clauses (a) or (b), a “Registration Default”), then with respect to each 30-day period (or pro rata for any portion thereof) after such Registration Default, the Company shall pay liquidated damages (“Liquidated Damages”) to each Holder following the occurrence of such Registration Default in an amount in cash equal to the product of (i) the amount derived by multiplying (A) one percent (1%) of the number of Registrable Securities then held by such Holder by (B) the Weighted Average Price of the Parent Common Stock for the five trading days immediately prior to the Registration Default multiplied by (ii) the percentage derived by dividing (A) the actual number of days elapsed from the date of the Registration Default or the last day of the prior 30-day period, as applicable, to the day such Registration Default has been completely cured by (B) 30. The Liquidated Damages payable pursuant hereto shall be payable within five Business Days from the end of the calendar month commencing on the first calendar month in which the Registration Default occurs.
(b) Notwithstanding anything to the contrary herein, at any time after the Shelf Registration Statement has been declared effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company, in the best interest of the Company (a “Grace Period”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material non-public information to the Holders) and the date on which the Grace Period will begin, and (ii) notify the Holders in writing of the date on...
Failure To Effect Registration. If the Corporation shall fail to use reasonable efforts to obtain or maintain the effectiveness thereof or maintain the listing of the Common Stock (as described in Section 2.2) within the time periods described in Section 2.4, then, with respect to each 30-day period (or pro rata for any portion thereof) after such date for which such Registration Statement contemplated thereby shall not have been made effective, the Corporation will issue to each Investor warrants to purchase Common Stock equal to one half of one percent (.5%) of the number of Registrable Securities owned by such Investor (the "Penalty Warrants"), such warrants having the terms and conditions substantially as set forth in the Form of Warrant attached hereto as Schedule A. The Corporation shall issue and deliver to the Investors any Penalty Warrants within 10 days after the end of each such 30-day period (or portion thereof).
