Failure to Register. (a) If: (i) a Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 business days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Demand Registration Statement registering for resale the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one year anniversary of the closing of a Reverse Merger or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five business day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “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 have been...
Failure to Register. If the Supplier fails to Register a Supply Point in accordance with Clause 41.1 and such failure is attributable to any act or omission of the Supplier: the Supplier shall notify the Customer within two (2) Working Days of such failure; and the Supplier shall use all reasonable endeavours to Register such Supply Point as soon as reasonably practicable. If such Supply Point is not Registered the Supplier shall reimburse the Customer for the actual loss suffered by the Customer.
Failure to Register. In the event that the Registration Statement is ------------------- not declared effective by the Commission on or before the Registration Deadline, then the Company shall pay to the Investor an amount equal to three percent (3%) of the Investor's original purchase price of the Registrable Securities per month, for each month that the Registration Statement has not been declared effective. Payment of amounts due and owing under this Section 2 shall be payable by the Company within thirty (30) days of its receipt of a written demand from the Investor.
Failure to Register. Failure of the issuer, transfer agent, mutual fund company, or broker, as the case may be, to furnish a written statement to Lender recording Lender’s security interest to the security, or the identification of any adverse claim that may interfere with Lender’s security interest in the Collateral.
Failure to Register. If the Company fails to register the Securities as required under the terms of this Agreement, then the strike price of both the "A" Warrants and the "B" Warrants shall be reduced as set forth below, and the Purchase Warrants may be exercised at anytime on a "cashless exercise" basis permanently. If the failure to effect and maintain registration of the Securities continues after March 31, 2001, the strike price shall be reduced by 25%. If such failure continue or occurs after June 30, 2001, the strike price shall be permanently reduced to $0.25.
Failure to Register. Subject to the deferral provisions of Section 1.4 below, if the registration statement filed by the Company pursuant to Section 1.1 above fails to become effective within the time period set forth in Section 1.1 of ninety (90) days, the Company shall pay to each Holder an amount equal to two percent (2%) of the aggregate Subscription Price (as defined in the Subscription Agreement) paid by such Holder per month from the expiration of such time period through the date such registration statement becomes effective (or the date the Registrable Securities may first be freely traded by such Holder under Rule 144 promulgated by the SEC). Such two percent (2%) monthly amount shall be prorated for any period not constituting a full month to be on the basis of a 30 day month). Payment shall be made promptly after the end of each calendar month. Payment may be made in cash or in shares of stock valued at $0.20 per share and otherwise on the same terms set forth in the Subscription Agreement with such Holder.
Failure to Register. The Company will use commercially reasonable efforts to cause the Notes to be registered in the name of DTC as contemplated by Section 4(a) of the Note. If within 180 days after Closing, the Company has not secured a quotation on Bloomberg for the Notes or the Notes are not registered in the name of DTC as contemplated by Section 4.5 hereof, the Company will pay Purchaser an amount equal to $5,000 per month (prorated for any partial month) for each month such obligation to secure quotation or registration has not been satisfied (a “Delinquent Month”), with such payment due on the tenth day of the month following each Delinquent Month.
Failure to Register. If the Securities have not been re-registered in the name of the Buyer or the Buyer’s Nominee in accordance with Clause 2 within the Registration Period (plus a period of 30 calendar days), the Buyer shall have the right any time thereafter to terminate the transaction upon written notice to the other party (which termination shall be effective on the date of the notice). If the Buyer exercises its right to terminate the transaction in accordance with this Clause 7.1, the Seller shall return to the Buyer any amounts paid (if already paid, plus interest,) no later than two (2) Business Days after such termination. Termination shall be without prejudice to the right to damages or other accrued rights of either party including rights under Clause 5.
Failure to Register. Failure to register the Registrable Securities pursuant to Section 3.13.
Failure to Register. In the event that the Company fails to file a registration statement within the time specified in Section 3 (the "Registration Filing Deadline"), Optionee shall have the irrevocable right and option to purchase, at the same price as the exercise price of the shares issuable upon exercise of the Option (the "Option Price"), a number of shares of the Company's Common Stock equal to one percent (1%) of the number of Shares as to which the Company has failed to file a registration statement as provided in this Certificate. In addition, for each period of thirty (30) days after the Registration Filing Deadline that the Company fails to file a registration statement, Optionee shall have the irrevocable right and option to purchase, at the Option Price, an additional number of shares of the Company's Common Stock equal to one percent (1%) of the number of
