Failure to Go Effective Sample Clauses
The "Failure to Go Effective" clause defines the consequences and procedures if a contract or agreement does not become effective by a specified date or upon the occurrence of certain conditions. Typically, this clause outlines the rights of the parties if the agreement fails to take effect, such as the ability to terminate the agreement without penalty or the return of any deposits or consideration exchanged. Its core practical function is to provide a clear mechanism for unwinding the transaction and protecting both parties from being indefinitely bound to an agreement that never becomes operative.
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Failure to Go Effective. If a Shelf Registration Statement required by Section 2.01(a) is not declared effective by the Target Effective Date, then each Holder shall be entitled to a payment (with respect to the Registrable Securities of each such Holder subject to such Shelf Registration Statement), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following such Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, that if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument filed as an exhibit to the Partnership’s periodic reports filed with the Commission, then the Partnership shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of such Liquidated Damages (the “In-Kind LD Amount”) in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to such Shelf Registration Statement prior to its effectiveness adding such Common Units to such Shelf Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE MKT (or such other market on which the Registrable Securities are then listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the In-Kind LD Amount divided by the volume weighted average closing price of the Common Units (as reported on the NYSE MKT or the principal securities market on which the Common Units are then traded) for the consecutive ten (10) trading day period ending on the close of trading ...
Failure to Go Effective. If the Registration Statement required by Section 2.01 is not effective by the Target Effective Date, then each Purchaser shall be entitled to a payment with respect to such Purchaser’s Registrable Securities, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten Business Days of the end of each such 30-day period. Liquidated Damages for any period of less than 30-days shall be prorated by multiplying Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately available funds; provided, however, if Atlas Energy certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under any of Atlas Energy’s or Atlas Energy’s Subsidiaries’ credit facilities or other indebtedness filed as exhibits to the Atlas Energy SEC Documents, then Atlas Energy may pay the Liquidated Damages in kind in the form of the issuance of additional (A) Common Units or (B) Common Units or Class D Units. Class D Units may only be issued as Liquidated Damages if and to the extent Atlas Energy is restricted from issuing Common Units pursuant to the rules of The New York Stock Exchange or similar regulation. If Class D Units are issued as Liquidated Damages as a result of a requirement by The New York Stock Exchange or similar regulation, then such Common Units and/or Class D Units will be issued to each Purchaser on a pro rata basis in such a manner as to maximize the number of Common Units issued to each such Purchaser. Upon any issuance of Common Units and/or Class D Units as Liquidated Damages, Atlas Energy shall promptly prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units and/or Common Units issuable upon conversion of Class D Units to such Registration Statement as additional Registrable Securities. The determi...
Failure to Go Effective. If a Registration Statement required to be filed by Section 2.01(a) is not declared effective on or prior to the Effectiveness Deadline, then each Holder shall be entitled to a payment in cash (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for the first 60 calendar days immediately following the Effectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-calendar-day period, until such time as such Registration Statement is declared effective or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within 10 Business Days after the end of each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds. The accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (1) the Registration Statement being declared effective and (2) when the Holder’s Registrable Securities covered by such Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days accruing during an LD Period. If the Company is unable to cause a Registration Statement to be declared effective on or prior to the Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion. Nothing in this Section 2.01(b) shall relieve the Company from its obligations under Section 2.01(a).
Failure to Go Effective. If the Registration Statement required by 2.1.1 is not declared effective within 120 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Shares of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for the first 60 days following the 120th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Company certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Company may pay the Liquidated Damages in kind in the form of the issuance of additional Shares. Upon any issuance of Shares as Liquidated Damages, the Company shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Shares to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with NASDAQ (or such other market on which the Registrable Securities are then listed and traded) to list such additional Shares. The determination of the number of Shares to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average price of the Shares on NASDAQ (or such other market on which Shares are then listed and traded) over the consecutive ten (10) trading day period preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Company is unable to cause a Registration Statement to...
Failure to Go Effective. If the Initial Registration Statement -------------------------- required by Section 2.01 is not declared effective within 150 days after the ------------- Initial Registration Statement Filing Date, then the Holder shall be entitled to Liquidated Damages with respect to the Note Shares registered thereon, held by the Holder and not then included in an effective Piggyback Registration Statement for the period beginning on the 150th day after the Initial Registration Statement Filing Date and lasting to but excluding the day the Initial Registration Statement is declared effective.
Failure to Go Effective. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to February 9, 2011 or Additional Filing Deadline, respectively, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to the Liquidated Damages Amount for each 30-day period or pro rata for any portion thereof following such date for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to within 150 (one-hundred fifty) days after the date of filing such Registration Statement or Additional Registration Statement, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to the Liquidated Damages Amount for each 30-day period or pro rata for any portion thereof following the such date for which no Registration Statement is declared effective with respect to the Registrable Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any act or omission of the Holder in furnishing information needed to register the shares. Notwithstanding the preceding, in no event shall the aggregate amount of liquidated damages pursuant to this Section 2.10 exceed five times the Liquidated Damages Amount (for purposes of this cap, such Liquidated Damages Amount shall equal the first full 30-day period of liquidated damages paid and/or owed to Holders).
Failure to Go Effective. If the Registration Statement required by Section 2.1.1 is not declared effective by the SEC for any reason on or prior to July 31, 2007, then, beginning on August 1, 2007, and on the first day of each calendar month thereafter occurring until such date that the Registration Statement is declared effective by the SEC, each Holder shall be entitled to Liquidated Damages (calculated in the same manner as provided in Section 2.1.2); provided that no Liquidated Damages shall be due or payable under this Section 2.1.3 for any period with respect to which Liquidated Damages are payable pursuant to Section 2.1.2.
Failure to Go Effective. (a) In the event the Registration Statement has not gone effective on or prior to the 90th calendar day following the date on which the Registration Statement, as amended, is filed with the Securities and Exchange Commission or if the Registration Statement has gone effective on any date thereafter on which during the Applicable Period, with the allowance for and after the passage of a 60-day cure period pursuant to which Empyrean shall have had the opportunity to make the Registration Statement effective within such Applicable Period, the Registration Statement is no longer effective (the "Default Date"), then:
(i) on the 30th business day following such Default Date, Empyrean shall issue to IBC 100,000 shares of Empyrean's common stock; and
(ii) on every successive 30-day anniversary of the Default Date, in the event the Registration Statement is not effective on such anniversary date, Empyrean shall issue to IBC 100,000 shares of Empyrean Common Stock.
(b) Following the Default Date and until the Registration Statement shall have gone effective, Empyrean agrees to indemnify IBC, in the manner hereafter provided, for any loss on the Sale of Indemnified Shares. For purposes of this Section 7.8 (b):
Failure to Go Effective. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to Required Filing Date or Additional Filing Deadline, respectively, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to the Liquidated Damages Amount for each 30-day period or pro rata for any portion thereof following such date for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any act or omission of the Holder in furnishing information needed to register the shares. Notwithstanding the preceding, in no event shall the aggregate amount of liquidated damages pursuant to this Section 2.10 exceed nine times the purchase price of the Shares.
Failure to Go Effective. If the Excluded Securities Registration ------------------------ Statement required by Section 2.02 is not declared effective within 150 days ------------- after the Excluded Securities Registration Statement Filing Date, then the Holder shall be entitled to Liquidated Damages with respect to the Excluded Securities held by the Holder and not then included in an effective Piggyback Registration Statement, for the period beginning on the 150th day after the Excluded Securities Registration Statement Filing Date and lasting to but excluding the day the Excluded Securities Registration Statement is declared effective.