Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to each Purchaser (a "Qualified Purchaser"), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to 1% of the Purchase Price per share of Registrable Securities then held by a Qualified Purchaser monthly, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days); provided, however, if a Registration Event occurs (or is continuing) on a date more than one-year after the Qualified Purchaser acquired the Registrable Securities (and thus the one-year holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of the Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Purchaser, and shall not constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the definition of Registration Event, (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of Registration Event, (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event, and (v) in the case of the events described in clauses (b) and (c) of the definition of Registration Event, the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such shares of Registrable Securities or such shares of Registrable Securities can be immediately sold by the Qualified...
Failure to File Registration Statement. The Company hereby agrees that in the event it either refuses to file or fails to file the registration statement specified in this Section 6, then the Investor shall be due liquidated damages in the amount of the greater of i) One Million Dollars ($1,000,000) or ii) the combined market value of the common shares held by the Investor, plus the market value of the shares from the unexercised warrants minus the value of the exercise price.
Failure to File Registration Statement. The Company and the Investor agree that the Investor will suffer damages if the Registration Statement is not filed on or prior to the Target Filing Date and maintained in the manner contemplated herein during the Effectiveness Period. The Company and the Investor further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not filed on or prior to the Target Filing Date, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to the Investor an amount equal to two percent (2%) of the purchase price the Investor paid for the Shares and Warrants purchased pursuant to the Purchase Agreement (the "PURCHASE PRICE") for each 30-day period until the Registration Statement has been filed with the Commission, which shall be pro rated for such periods less than 30 days (the "LATE FILING DAMAGES"). Payments to be made to the Investor pursuant to this Section 9 shall be due and payable within 5 business days of any demand therefor by the Investor, but in no event more than once during any 30-day period. The parties agree that the Late Filing Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investor if the Registration Statement is not filed on or prior to the Target Filing Date. If the Company elects to pay the Late Filing Damages in shares of Common Stock, such shares of Common Stock shall be valued at the average closing price of a share of Common Stock on the applicable trading market for the Common Stock for the 5-trading-day period immediately preceding the date of demand of such Late Filing Damages.
Failure to File Registration Statement. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not filed on or prior to the Filing Date (any such failure or breach being referred to as an “Event,” and the date on which such Event occurs, being referred to as “Event Date”), the Company shall pay an amount as liquidated damages to each Holder, payable in cash equal to .025% for each day of the Holder’s initial investment in the Notes and/or Option Notes from the Event Date until the Event is cured.
Failure to File Registration Statement. The Company and the Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered and is not filed and declared effective within the time periods set forth in Section 2), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the Effectiveness Period, without being succeeded within thirty (30) days by a subsequent Registration Statement filed with and declared effective by the Commission, or (iv) trading in the Common Stock shall be suspended or if the Common Stock is delisted from the American Stock Exchange for any reason for more than three (3) Business Days in the aggregate, or (v) the Company breaches in a material respect any covenant or other material term or condition to this Agreement, the Purchase Agreement (other than a representation or warranty contained therein) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such breach continues for a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has breached Section 3(n) of this Agreement (any such failure or breach being referred to as an "Event"), the Company shall pay in cash as...
Failure to File Registration Statement. The Company and the Selling Stockholders agree that the Selling Stockholders may suffer damages if the Registration Statement is not filed on or prior to the Target Filing Date and maintained in the manner contemplated herein. The Company and the Selling Stockholders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not filed on or prior to the Target Filing Date, the Company shall pay in cash or in shares of Common Stock (at the Holder's option) as liquidated damages for such failure and not as a penalty to the Selling Stockholders, a one-time fee equal to $20,000 and an additional fee of $10,000 at the end of each subsequent month during which the Registration Statement is not filed (collectively, the "Late Filing Damages"). Any payments to be made to the Selling Stockholders pursuant to this Section 7.4(a) shall be due and payable within 5 business days of any demand therefor by the Selling Stockholders. The parties agree that the Late Filing Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Selling Stockholders if the Registration Statement is not filed on or prior to the Target Filing Date. If the Holder elects to receive payment of the Late Filing Damages in shares of Common Stock, such shares of Common Stock shall be valued at their Fair Market Value on the date of demand of such Late Filing Damages.
Failure to File Registration Statement. In the event that a Registration Statement is not filed within 20 days following each issuance of the Redeemable Convertible Notes (the "Purchase Date"), the Company will pay a penalty in cash pro rata to the Subscribers in the amount of two percent of the Penalty Amount (as defined below) and an additional penalty of two percent in cash at the end of each 30 day period thereafter until the Registration Statement is filed with the SEC (pro-rated for each period less than 30 days).
Failure to File Registration Statement. If a Registration Event occurs, then the Company will make payments to the Purchase as partial liquidated damages for the minimum amount of damages to the Purchaser by reason thereof, and not as a penalty, at the rate of $0.05 per share per month, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days). Each such payment shall be due and payable within five (5) days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five (5) days after such termination. Such payments shall be in partial compensation to the Purchaser, and shall not constitute the Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event,"
Failure to File Registration Statement. If a "Registration Event" (as hereinafter determined) occurs, then the Company will make payments to the Subscriber (then being a "Qualified Subscriber"), as partial liquidated damages, for the minimum amount of damages to the Qualified Subscriber by reason thereof and not as a penalty, at a rate equal to 1.5% of the Subscription Price per Unit held by the Qualified Subscriber per month of each calendar month of the "Registration Default Period" (as hereinafter determined; pro rated for any period less than 30 calendar days). Each such payment shall be due and payable within five business days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five business days after such termination. Such payments shall be in partial compensation to the Qualified Subscriber and shall not constitute the Qualified Subscriber's exclusive remedy for such events. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States. Amounts payable as partial liquidated damages to each Qualified Subscriber hereunder with respect to each Share of Registrable Securities shall cease when the Qualified Subscriber no longer holds such Share of Registrable Securities.
Failure to File Registration Statement. Holdings shall fail to use best efforts to file the Registration Statement prior to 5:30 pm, Eastern Standard Time, on the first Business Day after the Funding Date (or if such filing has not occurred by such deadline, as soon as practicable thereafter). THEN, (1) in the case of any Event of Default described in Section 8.1(f) or 8.1(g) with respect to a Co-Issuer, automatically, and (2) in the case of any other Event of Default, upon notice to Administrative Co-Issuer by Note Agent (which may be given at its election or at the direction of the Requisite Holders), (A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the accrued interest on the Notes, (II) the Make-Whole Amount, (III) all Liquidated Damages and (IV) all other Obligations; and (B) subject to the provisions of the Intercreditor Agreement, Note Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents.
