Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to the Investor by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Investor that is free from all restrictive and other legends or (ii) credit the balance account of such Investor’s or such Investor’s nominee with DTC for such number of Conversion Shares so delivered to the Company, then, in addition to all other remedies available to such Investor, the Company shall pay in cash to such Investor on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 2% of the original principal amount of such Investor’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Investor’s or such Investor’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Investor (or any other Person in respect, or on behalf, of such Investor) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that such Investor so anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Investor, the Company shall, within three (3) Trading Days after such Investor’s request and in such Investor’s sole discretion, either (i) pay cash to such Investor in an amount equal to such Investor’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Investor a certificate or certificates or credit such Investor’s DTC account representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Investor in an amount equal to the excess (if any)...
Failure to Timely Deliver; Buy-In. If the Partnership fails, for any reason or for no reason (other than failure of a Buyer to comply with Section 5(d)),, to issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate for the number of Conversion Units or Warrant Units (as the case may be) to which such Buyer is entitled and register such Conversion Units or Warrant Units (as the case may be) on the Partnership’s unit register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of such Buyer or such Buyer’s designee with DTC for such number of Conversion Units or Warrant Units (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Units or Warrant Units (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Partnership fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Units or Warrant Units, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Units or Warrant Units (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”) and if on or after such Trading Day such Buyer purchases (in an open market transaction or otherwise) Common Units to deliver in satisfaction of a sale by such Buyer of Common Units submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Partnership (a “Buy-In”), then the Partnership shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expense...
Failure to Timely Deliver; Buy-In. If the Company fails to use its best efforts to (i) issue and deliver (or cause to be delivered) to the Lender by the Required Delivery Date a certificate representing the Warrant Shares so delivered to the Company by the Lender that is free from all restrictive and other legends or (ii) credit the balance account of the Lender’s or the Lender’s nominee with DTC for such number of shares of Warrant Shares so delivered to the Company, then, in addition to all other remedies available to the Lender, but subject to the Limitation on Damages (as defined in the Warrant), the Company shall pay in cash to the Lender on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 3% of the product of (A) the sum of the number of shares of Warrant Shares not issued to the Lender on a timely basis and to which the Lender is entitled and (B) the Closing Sale Price (as defined in the Warrant) of the Common Shares on the Required Delivery Date. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of the Lender’s or the Lender’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date the Lender purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Lender of Common Shares that the Lender anticipated receiving from the Company without any restrictive legend (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Lender’s request and in the Lender’s sole discretion, either (i) pay cash to the Lender in an amount equal to the Lender’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to the Lender a certificate or certificates representing such number of Common Shares that would have been issued if the Company timely complied with its obligations hereunder and pay cash to the Lender in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Warrant Shares (as the case may be) that the Company was required to deliver to the Lender by the Required Delivery Date times (B) the Closing Sale Price of the Common Shares on t...
Failure to Timely Deliver; Buy-In. If Vertex fails to properly deliver certificates without the Securities Act Legend or so properly credit the balance account of Sellers or Seller's nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date Seller purchases (in an open market transaction or otherwise) shares of Vertex Common Stock to deliver in satisfaction of a sale by Seller of shares of Vertex Common Stock that Seller anticipated receiving from Vertex without any restrictive legend, then, in addition to all other remedies available to such Seller, Vertex shall, within five trading days after the Required Delivery Date, promptly honor its obligation to deliver to Seller a certificate or certificates or credit Seller's DTC account representing such number of shares of Vertex Common Stock that would have been issued if Vertex timely complied with its obligations hereunder and pay cash to Seller in an amount equal to the excess (if any) of the Buy-In Price (as defined below) over the product of (A) such number of shares of Vertex Common Stock that Vertex was required to deliver to Seller by the Required Delivery Date times (B) the closing price of the Vertex Common Stock on the trading day immediately preceding the Required
Failure to Timely Deliver; Buy-In. If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Buyer, the Company shall, within three
Failure to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST, a certificate for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as
Failure to Timely Deliver; Buy-In. In addition to any other rights available to the Sellers, if Sellers have made all notifications and deliveries to the Transfer Agent and EFI contemplated by paragraph (b), EFI fails, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Seller (or its designee) by the later of the Required Delivery Date and three (3) Canadian Business Days after receipt by the Transfer Agent and EFI of all such required notifications and deliveries, and if after such date such Seller is required by its broker to purchase (in an open market transaction or otherwise) or such Seller’s brokerage firm otherwise purchases, EFI Shares to deliver in satisfaction of a sale by such Seller of the Closing EFI Shares (a “Buy-In”), then EFI shall (1) pay in cash to the Seller the amount by which (x) the Seller’s total purchase price (including brokerage commissions, if any) for the EFI Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Closing EFI Shares that EFI was required to deliver times (B) the price at which the sell order giving rise to such purchase obligation was executed. For example, if such Seller purchases EFI Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted sale of Closing EFI Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence EFI shall be required to pay such Seller $1,000. Such Seller shall provide EFI with written notice indicating the amounts payable to such Seller in respect of the Buy-In and, upon request of EFI, evidence of the amount of such loss. Nothing shall limit such Seller’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to EFI’s failure to timely deliver certificates representing EFI Shares (or to electronically deliver such shares) as required pursuant to the terms hereof.
