Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the Company shall pay to each Investor cash in the amount of (x) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers all of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the Preferred Stock (without giving effect to any limitations on conversion contained in the Certificate of Designation and exercise of the Warrants (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline one hundred twentieth (120th) day following the date hereof (the "REGISTRATION DEADLINE") or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital "SMALLCAP Market”"), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NATIONAL MARKET"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the Series B Notes owned by such Investor shares of Preferred Stock then outstanding (including, for this purpose, any principal balance shares of any Series B Notes Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such Series B Notes shares of Preferred Stock had not been so converted)) multiplied by the per share purchase price, multiplied by (yii) three hundredths (.03) for the 30 day period beginning the 90th day after the date hereof and ending the 120th day after the date hereof, and fifteen thousandths (.015), ) for each subsequent 30 day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global Market, the Global Select National Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Remote Dynamics Inc)
Payments by the Company. The Company shall use its best efforts to cause obtain effectiveness of the Registration Statement as soon as practicable. If (i) after the Registration Statement(s) covering the Registrable Securities required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, by the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) Statement, or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"Nasdaq"), the Nasdaq Global SmallCap Market (the “Global Market”), the "Nasdaq Global Select Market (the “Global Select Market”SmallCap"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") any time after the Registration Deadline hereunderbeing so listed or included for quotation, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash the Investors in the immediately available funds an amount equal to one percent (1%) of (x) the aggregate principal balance of Investment Amount represented by Draw Down Shares previously purchased by the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), pursuant to the Purchase Agreement for each 30 thirty day period (or portion thereof), (Apro rated for partial periods) after the Filing Date and prior to the date during the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement Period (as hereinafter defineddefined below) or the Registration Statement filed pursuant to Section 3(b(i) hereof is declared effective by the SEC, and (D) during which that sales of any all of the Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement (including Section 3(b) hereof or otherwise), but excluding any days during an Allowed Delay (as defined in Section 3(h)); and (ii) that the Common Stock is not listed or included for quotation on the Capital MarketNasdaq, the Global Market, the Global Select MarketNasdaq SmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed AMEX or that trading thereon is halted (clauses (i) and (ii) are each referred to any given Investor, there herein as an "Ineffective Period"). Such payments pursuant hereto shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days Trading Days after the end earliest to occur of each period that gives rise to such obligation(i) the expiration of the Commitment Period, provided that, (ii) the expiration of an Ineffective Period (or if any such period extends for an Ineffective Period shall last more than thirty (30) calendar days, interim payments shall be made for the expiration of each such 30 day periodthirty (30) calendar days of an Ineffective Period).
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than November 20, 1997 or, if the SEC determines to review such Registration Statement, that date which is forty-five days after the date on which such Registration Statement is filed with the SEC (the "REGISTRATION DEADLINE"). If (i) the ninetieth (90thRegistration Statement(s) day following covering the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), Deadline or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such the Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Stock Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NASDAQ"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance amount of the Series B Notes owned Debentures held by such Investor then outstanding and the Face Amount of Preferred Shares (including, for this purposewithout limitation, any principal balance of any Series B Notes Debentures and Preferred Shares that have has been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE PRICE") multiplied by (ii) (x) one hundredths (.01), during that period beginning on the Registration Deadline and ending sixty (60) days after the date hereof, or (y) two hundredths (.02), during that period beginning on that date which is sixty-one (61) days after the date hereof, multiplied by (iii) the sum of: (y) fifteen thousandths the number of months (.015), prorated for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (Bpartial months) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, SEC and (Dz) during which the number of months (prorated for partial months) that sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such the Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNasdaq, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, however that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. (For example, if the Warrant Shares has become effective, such Registration Statement is no longer not effective or by the Registration Deadline, the Company would pay $10,000 per month for each $1,000,000 of Aggregate Price during the first sixty days following the Registration Deadline during which the Registration statement is not effective and $20,000 per month for each $1,000,000 of Aggregate Price thereafter until the Registration Statement becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "CONVERSION PRICE" (a) the Holder as defined in the Series B Warrants Debentures). Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article IV of the Series B Warrants to exercise its Series B Warrants Debentures) beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Securities Purchase Agreement (Accent Software International LTD)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following after the Demand Request Date (the "Registration Deadline") and to keep such Registration Statement current and effective until the earlier of (i) the date upon which all Registrable Securities (in the event that there is no SEC review reasonable opinion of counsel to the Registration Statement, Initial Investors) may be sold to the public without registration or restriction pursuant to Rule 144(k) under the Securities Act or (ii) the one hundred fiftieth (150th) day following date upon which the Demand Date in aggregate amount of Common Shares constituting the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date and issuable upon exercise or conversion of the Preferred Shares and Warrants becomes less than one percent (1%) of the outstanding Common Shares of the Company (the "Registration Statement to increase Period"). If the number of Registration Statement(s) covering the Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), Deadline or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b2(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such the Registration Statement during the Registration Period (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”reason), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance purchase price of the Series B Notes owned Preferred Shares held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Shares that have been converted into Conversion Shares then held by such Investor as Investor) at the Registration Deadline (for purposes of the filing of the Registration Statement pursuant to Section 2(a)) or if the Registration Statement has been declared effective, the date upon which such Series B Notes had sales of Registrable Securities cannot been so convertedbe made during the Registration Period (the "Aggregate Principal Amount"), multiplied by (yii) fifteen thousandths one and one-half percent (.0151.5%), multiplied by (iii) the sum of (x) the number of months (prorated for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (Bpartial months) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, plus (Cy) after the sixtieth number of additional months (60thprorated for partial months) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which that sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such the Registration Statement after the Registration Statement has been declared effective or during the Common Stock is not listed or included for quotation on the Capital MarketRegistration Period, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period (A) any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to information relating to the Series B Warrants Investors, including, without limitation, changes to the plan of distribution or to the Warrant Shares, failure of the Investors to comply with their obligations under this Agreement; and (cB) upon any Permitted Delay Period pursuant to Section 2(e); and provided, further, however, that there shall be excluded from each such period any delays, up to an aggregate of thirty (30) days, which are solely attributable to the time period between the Company's filing of a Default Event (as defined in Section 11(i) post-effective amendment, supplement or similar materials with the SEC to enable the resumption the sales of Registrable Securities and its receipt of a response from the Series B Warrants) the Holder SEC declaring such amendment effective or with comments regarding such filing or notice that no comments will be made. Such amounts shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash. Payments of cash hereunder pursuant hereto shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one-hundred-twenty-third (i) the ninetieth (90th123rd) day following the Demand Date in date hereof (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”"REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to on or before the Filing Date or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not filed with the SEC within fifteen (15) days after the applicable Registration Trigger Date (as defined in Section 3(b) hereof), or (ii) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) below)Date, or (iiiii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiiv) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”) or "), the American Stock Exchange (the “"AMEX”") or in the over the counter market on the electronic bulletin board (the "BULLETIN BOARD") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the Company shall pay to each Investor cash in the amount of (x) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.or
Appears in 1 contract
Samples: Registration Rights Agreement (Environmental Products & Technologies Corp)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than November 25, 1997 (the "REGISTRATION DEADLINE"). If (i) the ninetieth (90thRegistration Statement(s) day following covering the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date Deadline or is not declared effective by the SEC on or before the Registration Deadline (other than, in each case, because of a Delay Period permitted hereby) or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b4(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such the Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any Statement) other reason outside than during a Delay Period permitted hereby (the control of the Investorsoccurrences set forth in this clause (i) and such failure is not cured by the Company within two (2) trading days after notice thereofare referred to as "Registration Failure") or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NASDAQ"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Stated Value of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then Preferred Stock held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares Preferred Stock that has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.been converted into Conversion
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred and twentieth (i) the ninetieth (90th120th) day following the Demand applicable Filing Date in (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”"REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the a Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital Market”)"SMALLCAP") , the Nasdaq Global Market American Stock Exchange (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"AMEX"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange Nasdaq National Market (the “AMEX”"NNM") at any time after the initial Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Preferred Stock and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Stock that have has been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thousandths (.015), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (CB) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 3(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (Dc) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketSmallCap, the Global Market, the Global Select MarketAMEX, NYSE or AMEXNNM; providedPROVIDED, howeverHOWEVER, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. (For example, if the Warrant Shares has become effective, such Registration Statement is no longer not effective or by the Registration Deadline, the Company would pay $15,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "CONVERSION PRICE" (a) the Holder as defined in the Series B Warrants Statement of Designation) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If any Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article IV of the Series B Warrants to exercise its Series B Warrants Statement of Designation), beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Henley Healthcare Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the sixtieth (i) the ninetieth (90th60th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 120% of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the Notes (without giving effect to any limitations on conversion contained in the Notes) and exercise of the Warrants (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline one hundred twentieth (120th) day following the date hereof (the "REGISTRATION DEADLINE") or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital Market”"SMALLCAP MARKET"), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NATIONAL MARKET"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any the principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (yii) (A) ten thousandths (.010), for each 30 day period (or portion thereof) up to the one hundred eightieth (180th) day, and (B) fifteen thousandths (.015), for each 30 day period (or portion thereof)) from and after the one hundred eightieth (180th) day, (Aw) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (Bx) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (Cy) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (Dz) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global Market, the Global Select National Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Daugherty Resources Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Filing Date in (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “"Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 125% of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the Preferred Stock (without giving effect to any limitations on conversion contained in the Certificate of Designation), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital "SmallCap Market”"), the Nasdaq Global National Market (the “Global "National Market”), the Nasdaq Global Select Market (the “Global Select Market”"), the New York Stock Exchange (the “"NYSE”) or "), the American Stock Exchange (the “"AMEX”"), the OTC Electronic Bulletin Board (the "Bulletin Board") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the Series B Notes owned shares of Preferred Stock then held by such Investor then outstanding (including, for this purpose, any principal balance shares of any Series B Notes Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such Series B Notes shares of Preferred Stock had not been so converted)) multiplied by the per share purchase price, multiplied by (yii) fifteen thousandths three percent (.015), 3.0%) for each 30 day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global National Market, NYSE, AMEX or the Global Select Market, NYSE or AMEXBulletin Board; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which that are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts ------------------------- to cause obtain effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no any event not later than the 105' day after the Closing Date (the "REGISTRATION DEADLINE"). If (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, covering the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below)Deadline, or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside during the control of the Investors) and such failure is not cured by the Company within two Registration Period (2) trading days after notice thereof) as defined in Section 3(a)), or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NASDAQ SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or OR the American Stock Exchange (the “"AMEX”") any time after being so listed or included for quotation on one of such markets, or (iv) the Registration Deadline hereunderCommon Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTC BB") prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in the amount of (x) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.an amount
Appears in 1 contract
Payments by the Company. The Company shall use its reasonable best efforts to cause obtain effectiveness of the Resale Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than practicable and after obtaining such effectiveness to keep the Resale Registration Statement effective pursuant to Rule 415 until the earlier of (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review date on which all of the Registerable Securities have been sold and (ii) the date on which all the Registerable Securities are saleable under Rule 144(k) or any equivalent rule (the "REGISTRATION PERIOD"). If the Resale Registration StatementStatement is (i) not filed by the Filing Date, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before prior to sixty (60) days after the sixtieth Filing Date (60th90 days if the financial information included in the Resale Registration Statement as originally filed must be updated) day following or (iii) not continually effective throughout the applicable Registration Trigger Date Period (except for an Allowed Delay (as defined in Section 3(b3(e) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time after the Registration Deadline hereunder, then the Company will make payments shall pay to each Investor in such amounts Holder, as his, her or its sole and at such times as shall be determined pursuant to this Section 2(b) as partial relief exclusive remedy for the damages to the Investors incurred by reason of any such delay in or reduction of their such Holder's ability to sell the Registrable Securities (which remedy shall not be exclusive Registerable Securities, an amount equal to 2% of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the Company shall pay to each Investor cash in the original outstanding principal amount of (x) the aggregate principal balance of the Series B Notes owned Note purchased by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), Holder multiplied by the number of months (y) fifteen thousandths (.015), prorated for each 30 day period (or portion thereof), (Apartial months) after the Filing Date and prior to the date the on which a Resale Registration Statement is filed with the SEC pursuant to Section 2(a), or the end of the aforementioned 60-day period (B90-day period if the financial information included in the Resale Registration Statement as originally filed must be updated) after the Registration Deadline and prior to the date the Resale Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) SEC or the period after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Resale Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is was declared effective by the SEC, and (D) but during which sales of any Registrable Securities its use was suspended (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market"LATE FEE"), the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor the Holders in the Additional Registration Statement or the Resale Registration Statement with respect to information relating to such Investorthe Holders, including, without limitation, changes to the Plan plan of Distribution distribution, or to the failure of the Holders to conduct their review of the Registration Statement pursuant to Section 3(g) below within seven days of receipt thereof. Notwithstanding anything to the contrary contained herein, in no event shall the Late Fee (as defined below), other i) continue to accrue after the earliest date more than any corrections one year from the date of this Agreement that the Company mistakes with respect is current in its reporting requirements under the Exchange Act and has been subject to information previously provided such reporting requirements for at least 90 days and (ii) exceed an amount equal to 10% percent of the original outstanding principal amount of the Notes purchased by such InvestorHolder. In Any Late Fee may, at the event that, after a Registration Statement covering the resale option of the Warrant Shares has become effectiveCompany, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder or shares of Common Stock ("PAYMENT SHARES"), or any combination thereof; provided that if the Company should elect to make all or any portion of such payment in Payment Shares, such Payment Shares shall (i) for purposes of such payment be paid within five valued based upon the 4:00 PM (5New York time) days after closing bid price of a share of Common Stock. on the end of each period trading day immediately prior to the date that gives rise to such obligationpayment is due, provided that, if any such period extends for more than thirty as reported by Bloomberg Financial L.P and (30ii) days, interim payments shall be made for each such 30 day periodincluded in the Resale Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Vaughan Foods, Inc.)
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following after the Demand Filing Date in (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration "REGISTRATION Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such the Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NNM"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance of the Series B Notes owned purchase price paid by such Investor then outstanding (includingor if such Investor is not an Initial Investor, by such Investor's transferor or assignor of such Shares and Warrants) for this purpose, any principal balance of any Series B Notes that have been converted into Conversion the Shares then held and Warrants purchased by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (Asuch Investor's transferor or assignor) after the Filing Date and prior pursuant to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.Securities
Appears in 1 contract
Samples: Securities Purchase Agreement (Think New Ideas Inc)
Payments by the Company. The Company shall use its best efforts to cause obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on by January 31, 2001 or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) Statement, or (iiiii) the Common Stock is and Common Shares are not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time AMEX after the Registration Deadline hereunderbeing so listed, then the Company will shall make payments to each Investor Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b) in the manner set forth below as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the Company shall pay to ):
(i) each Investor cash shall be entitled to receive additional shares of Common Stock in the amount of (x) the aggregate principal balance 5% of the Series B Notes owned Common Shares purchased by such Investor then outstanding under the Stock Purchase Agreement;
(includingii) If the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant Section 2(a) hereof is not declared effective by the SEC on or before January 31, for this purpose2001, any principal balance each Investor shall be entitled to receive additional shares of any Series B Notes that have been converted into Conversion Common Stock in the amount of 7.5% of the Common Shares then held purchased by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), under the Stock Purchase Agreement for each 30 additional 30-day period thereafter, until the earlier of: (or portion thereof), (Aa) after the Filing Date and prior to the date on which the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SECSEC or (b) March 31, 2001;
(Ciii) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or If the Registration Statement Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 3(b2(a) hereof is not declared effective by the SECSEC on or before March 31, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market2001, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Initial Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the demand registration rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) that certain Stock Purchase Term Sheet of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.even date herewith;
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following after it is requested to be filed (the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “"Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 125% of the Initial Registrable Securities, Securities issuable pursuant to the Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If
(i) (A) the any such Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), Deadline or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order order, the Registration Statement containing misstatements or omissions by reason of the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or listed, included for quotation or otherwise traded on the Nasdaq Capital Market (the “Capital National Market”), the Nasdaq Global Market (the “Global SmallCap Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or Exchange, the American Stock Exchange or the OTC Bulletin Board (collectively, the “AMEX”"Public Markets") for an aggregate of ten trading days in any time after the Registration Deadline hereundernine month period, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Warrants that have been converted into Conversion exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen thousandths (.015), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by covering all of the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof Registrable Securities is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or listed, included for quotation or otherwise traded on any of the Capital Market, the Global Market, the Global Select Market, NYSE or AMEXPublic Markets; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investorthe Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution. In (For example, if the event that, after a Registration Statement covering the resale all of the Warrant Shares has become effectiveRegistrable Securities is not effective by the Registration Deadline, such the Company would pay $15,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement is no longer effective or the becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "Conversion Price" (a) the Holder as defined in the Series B Warrants Amended and Restated Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement and the Restructuring Agreement (the "Amended Notes")) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article III of the Series B Warrants to exercise its Series B Warrants Amended Notes), beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Inkine Pharmaceutical Co Inc)
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or date it was required to be filed hereunder (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”each a "REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline applicable to such Registration Statement or (B) any the Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NNM"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the initial Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Warrants that have been converted into Conversion exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen twelve ten thousandths (.015.0012), for each 30 day during the first thirty (30) day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (CB) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 3(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Capital Market, the Global Market, the Global Select MarketNNM, NYSE or AMEX; provided. In addition, howeverthe Company shall pay to each Investor an amount equal to the product of (i) the Aggregate Share Price, thatmultiplied by (ii) eight-teen ten thousandths (.0018), for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.day
Appears in 1 contract
Samples: Registration Rights Agreement (Robotic Vision Systems Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the seventy-fifth (i) the ninetieth (90th75th) day following the Demand Date in date hereof (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “"Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to on or before the Filing Date or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not filed with the SEC within fifteen (15) days after the applicable Registration Trigger Date (as defined in Section 3(b) hereof), or (ii) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) below)Date, or (iiiii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiiv) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SmallCap"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Preferred Stock and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Stock that have has been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen twenty-five thousandths (.015.025), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement required to be filed pursuant to Section 2(a) hereof is filed with the SEC SEC, (B) after the fifteenth (15th) day following a Registration Trigger Date and prior to the date on which the Registration Statement required to be filed pursuant to Section 2(a)3(b) hereof is filed with the SEC, (BC) after the Registration Deadline and prior to the date the Registration Statement required to be filed pursuant to Section 2(a) hereof is declared effective by the SEC, (CD) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement required to be filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DE) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or effective, and (F) during which the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEXAMEX after the Registration Deadline; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. (For example, if the Warrant Shares has become effective, such Registration Statement is no longer not effective or by the Registration Deadline, the Company would pay $250 for each thirty (30) day period thereafter with respect to each $10,000 of Aggregate Share Price until the Registration Statement becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "Conversion Price" (a) the Holder as defined in the Series B Warrants Certificate of Designation) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article IV of the Series B Warrants to exercise its Series B Warrants Certificate of Designation) beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the sixtieth (i) the ninetieth (90th60th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)Filing Date. At the time of effectiveness, the Company shall ensure that such Registration Statement covers all of the Initial Registrable Securities, Securities issuable at such time pursuant to the Preferred Stock and the Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline ninetieth (90th) day after the Filing Date (the "REGISTRATION DEADLINE") or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b4(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b4(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b4(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) ), except as otherwise provided herein or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Preferred Stock and Warrants purchased at the Closing held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Stock that have has been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thousandths two hundredths (.015.02), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 4(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b4(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. Notwithstanding the Warrant Shares has become effectiveforegoing, such in no event shall the Company be required to pay amounts with respect to (x) both (A) and (B), and (y) both (C) and (D) above for the same period of time. (For example, if the Registration Statement is no longer not effective or by the Common Stock is not listed or included for quotation on the Capital MarketRegistration Deadline, the Global Market, the Global Select Market, the NYSE or the AMEX, then Company would pay $20,000 for each thirty (a30) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Series B Warrants or the Warrant Shares, and (cRegistration Statement becomes effective.) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder Such amounts shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash. Payments of cash hereunder pursuant hereto shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.. The requirement to make payments pursuant to this section can be waived as to all Investors by the written consent of Investors holding at least eighty-one percent (81%) of the Registrable Securities
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement Statements required to be filed pursuant to Section 2(a2(a)(i) and (ii) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in date hereof and the event that there is no SEC review date of issuance of the Registration StatementC Warrants, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)respectively. At the time of effectiveness, the Company shall ensure that such Registration Statement covers Statements cover all of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the all outstanding Preferred Stock (without giving effect to any limitations on conversion contained in the Certificates of Designation) and exercise of all outstanding Warrants (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the any Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a2(a)(i) hereof is not filed with the SEC prior to the Initial Filing Date or declared effective by the SEC on or before the one hundred twentieth (120th) day following the date hereof (the “Initial Registration Deadline Deadline”), (B) the Registration Statement required to be filed pursuant to Section 2(a)(ii) hereof is not filed with the SEC prior to the Second Filing Date or declared effective by the SEC on or before the one hundred twentieth (120th) day following the date of issuance of the C Warrants (the “Second Registration Deadline”), or (BC) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital SmallCap Market”), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select National Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the Series B Notes owned by such Investor shares of Preferred Stock then outstanding (including, for this purpose, any principal balance shares of any Series B Notes Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such Series B Notes shares of Preferred Stock had not been so converted)) multiplied by the per share purchase price, multiplied by (yii) three hundredths (.03) for the 30 day period beginning the 90th day after the date hereof and ending the 120th day after the date hereof, and fifteen thousandths (.015), ) for each subsequent 30 day period (or portion thereof), ) (A) after the Initial Filing Date and prior to the date the Initial Registration Statement is filed with the SEC pursuant to Section 2(a2(a)(i), (B) after the Second Filing Date and prior to the date the Second Registration Statement is filed with the SEC pursuant to Section 2(a)(ii), (C) after the Initial Registration Deadline and prior to the date the Initial Registration Statement filed pursuant to Section 2(a2(a)(i) is declared effective by the SEC, (CD) after the Second Registration Deadline and prior to the date the Second Registration Statement filed pursuant to Section 2(a)(i) is declared effective by the SEC, (E) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DF) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global Market, the Global Select National Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Remote Dynamics Inc)
Payments by the Company. The Company shall use its best efforts to cause obtain effectiveness of the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than . If (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a2(a)(i) hereof is not filed with the SEC prior to the Filing Date or and declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or accordance with that provision; (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) Statement; or (iii) the Common Stock is not ceases to be listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NASDAQ"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NASDAQ SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") after being so listed or included for quotation at any time after following the Registration Deadline hereunderdate of this Agreement or ceases to be traded on the Over-the-Counter Bulletin Board (the "OTC BB") prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to each Investor the Consultant participating in such Registration such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors Consultant by reason of any such delay in or reduction of their her ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash the Consultant participating in the such Registration a dollar amount of equal to (xA) the aggregate principal balance number of shares of Common Stock that Consultant has offered in such Registration (the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), "Offered Shares") multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(aproduct of one-hundredth (0.01) is declared effective multiplied by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.sum of:
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Filing Date (the "REGISTRATION DEADLINE"); provided, however, that in the event that there is no the SEC conducts a full review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement Deadline may be extended, if reasonably necessary, by an additional thirty (such date, the “Registration Deadline”)30) days. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 125% of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the Preferred Stock (without giving effect to any limitations on conversion contained in the Certificate of Designation) and Warrants (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital Market”"SMALLCAP MARKET"), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NATIONAL MARKET"), the New York Stock Exchange (the “"NYSE”) or "), the American Stock Exchange (the “"AMEX”"), the OTC Electronic Bulletin Board (the "BULLETIN BOARD") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the Series B Notes owned shares of Preferred Stock then held by such Investor then outstanding (including, for this purpose, any principal balance shares of any Series B Notes Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such Series B Notes shares of Preferred Stock had not been so converted)) multiplied by the per share purchase price, multiplied by (yii) fifteen thousandths three percent (.015), 3.0%) for each the first 30 day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global National Market, NYSE, AMEX or the Global Select Market, NYSE Bulletin Board and (iii) one and one-half percent (1.5%) for each subsequent 30 day period (or AMEXportion thereof) thereafter; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which that are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following after the Demand Issue Date in (the event that the SEC reviews the Registration Statement (such date, the “"Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such the Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such the Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Small Cap Market (the “Capital Market”"Small Cap"), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NNM"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance amount of the Series B Notes owned Debentures held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Debentures that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Principal Amount"), multiplied by (yii) fifteen thousandths one and one-half percent (.0151.5%), multiplied by (iii) the sum of (x) the number of months (pro rated for each 30 day period (or portion thereof), (Apartial months) after the Filing Date and prior to the date the Registration Statement required to be filed pursuant to Section 2(a) is filed with the SEC pursuant to Section 2(a)SEC, plus (By) the number of months (pro rated for partial months) after the Registration Deadline one hundred twentieth (120th) day after the Issue Date and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, plus (Cz) after the sixtieth number of additional months (60thprorated for partial months) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which that sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such the Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to information relating to the Series B Warrants or Investors, including, without limitation, changes to the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.plan of
Appears in 1 contract
Samples: Securities Purchase Agreement (Icc Technologies Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred twentieth (i) the ninetieth (90th120th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 100% of the Initial Registrable Securities, Securities issuable pursuant to the Series D Stock and Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any such Registration Statement required to be filed pursuant to Section 3(b) hereof covering all of the Registrable Securities is not declared effective by the SEC on or before the sixtieth one hundred and fiftieth (60th150th) day following the applicable Registration Trigger Date date hereof (as defined in Section 3(bthe "REGISTRATION DEADLINE") below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or otherwise the Registration Statement contains misstatements or omissions by reason of the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereofInvestor) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”) or "), the American Stock Exchange (the “"AMEX”") or the OTC Electronic Bulletin Board (the "OTC") or the Bulletin Board Exchange (collectively, the "BULLETIN BOARD"), at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors Investor by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the shares of Series B Notes owned D Stock multiplied by such Investor then outstanding $1,000.00 (including, for this purposewithout limitation, any principal balance of any Series B Notes D Stock that have been converted into Conversion Shares then held by such Investor as if such shares of Series B Notes D Stock had not been so converted) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thousandths (.015), for each 30 the first thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by covering all of the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof Registrable Securities is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, SmallCap, NYSE, AMEX, or the Global MarketBulletin Board; and (iii) seventy-five hundreth thousandths (.0075) for each thirty (30) day period (or portion thereof) subsequent to the first thirty (30) day period (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Global Select MarketRegistration Deadline and prior to the date the Registration Statement covering all of the Registrable Securities is declared effective by the SEC, NYSE and (C) during which sales of any Registrable Securities cannot be made pursuant to any said Registration Statement after the Registration Statement has been declared effective or AMEXthe Common Stock is not listed or included for quotation on the NNM, Small Cap, NYSE, AMEX or the Bulletin Board; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes (other than corrections of Company mistakes with respect to information previously 3 provided by any Investor) required by such an Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such the Investor, including, without limitation, changes to the Plan plan of Distribution (as defined below)distribution. Such amounts shall be paid in cash or, other than any corrections of Company mistakes with respect to information previously provided by such at each Investor. In the event that's option, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "CONVERSION PRICE" (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions Certificate of Designations, Rights and Preferences of the Series B Warrants to exercise its Series B Warrants D Stock (the "CERTIFICATE OF DESIGNATIONS")) then in whole or in part, (b) no monetary penalty effect. Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights mechanics set forth in Section 11(i) the Certificate of Designations), beginning on the Series B Warrantslast day upon which the cash amount would otherwise be due in accordance with the following sentence. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) Payments of the Series B Warrants, all amounts required to be paid in cash hereunder pursuant hereto shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Level 8 Systems Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred twentieth (i) the ninetieth (90th120th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)Closing Date. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 111% of the Initial Registrable Securities, Securities issuable pursuant to the Notes and Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any such Registration Statement required to be filed pursuant to Section 3(b) hereof covering all of the Registrable Securities is not declared effective by the SEC on or before the sixtieth one hundred and twentieth (60th120th) day following the applicable Registration Trigger Closing Date (as defined in Section 3(bthe "Registration Deadline") below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or otherwise the Registration Statement contains misstatements or omissions by reason of the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SmallCap"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In Notwithstanding the event that any payment becomes due from the Company under the preceding sentenceforegoing, the Registration Deadline shall be extended by one (1) day for each day after the earlier of five (5) days and three (3) business days that the Initial Investors fail to provide their approval of (or comments to) the Registration Statement pursuant to Section 2(a). The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes that have been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen thousandths (.015), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by covering all of the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof Registrable Securities is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investorthe Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution. In (For example, if the event that, after a Registration Statement covering the resale all of the Warrant Shares has become effectiveRegistrable Securities is not effective by the Registration Deadline, such the Company would pay $15,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement is no longer effective or the becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "Conversion Price" (a) the Holder as defined in the Series B Warrants Notes) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article III of the Series B Warrants to exercise its Series B Warrants Notes), beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Inkine Pharmaceutical Co Inc)
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but but, as to the Initial Registration Statement filed pursuant to Section 2(a), in no event later than the one hundred and twentieth (120th) day after the Closing Date (the "REGISTRATION DEADLINE"), and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the sixtieth (60th) day after the Uncovered Share Filing Deadline (the "UNCOVERED SHARE REGISTRATION DEADLINE"). If (i) the ninetieth (90thRegistration Statement(s) day following covering the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date Deadline or the Uncovered Share Filing Deadline, as applicable, or declared effective by the SEC on or before the Registration Deadline or (B) any the Uncovered Share Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (Deadline, as defined in Section 3(b) below)applicable, or (ii) if, after any such a Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such included therein (except, in the case of the Initial Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(bStatement, for Uncovered Shares which are the subject of an SEC Determination) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such the Registration Statement (by reason of a stop order or order, the Company’s 's failure to update the a Registration Statement Statement, any reason resulting in Uncovered Shares or for any other reason outside the control of the Investors) and such failure is not cured by for a period in excess of 90 days in any 365-day period (the Company within two (2) trading days after notice thereof"PERMITTED BLACKOUT PERIOD") or (iiiii) the Common Stock is not listed or included for quotation on either the Nasdaq Capital National Market or the Small Cap Market (the “Capital Market”"NASDAQ MARKETS"), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), or the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the liquidated damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be the sole and exclusive remedy for such delay or reduction of any other remedies available at law or in equitytheir ability to sell the Registrable Securities). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash an amount equal to (i) the Investment Amount (as defined in the amount Securities Purchase Agreement) paid by such Investor (or if such Investor is not an Initial Investor, the Investment Amount paid by such Investor's transferor or assignor of such Shares and Warrants) for the Shares and Warrants purchased by such Investor (or such Investor's transferor or assignor) pursuant to the Securities Purchase Agreement (the "AGGREGATE PURCHASE PRICE"), multiplied by (ii) three quarters of one percent (0.75%) (with respect to the period commencing on the Filing Deadline, the Uncovered Filing Deadline, the Registration Deadline or the Uncovered Share Registration Deadline, as applicable; provided that such percentage shall increase to and remain at one and one quarter percent (1.25%) for purposes of all calculations to the extent that such calculations apply to time periods after the sixtieth (60th) day after the Filing Deadline, the Uncovered Filing Deadline, the Registration Deadline or the Uncovered Registration Deadline, as applicable), multiplied by (iii) the sum of (x) the aggregate principal balance of the Series B Notes owned quotient calculated by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), dividing (A) the number of days after the Filing Date Deadline or Uncovered Share Filing Deadline, as applicable, and prior to the date the Registration Statement is or Uncovered Share Amendment or Uncovered Share Registration Statement, as applicable, in each case as required to be filed with the SEC pursuant to Section 2(a), is filed with the SEC by (B) thirty, plus (y) the quotient calculated by dividing (A) the number of days after the Registration Deadline or Uncovered Share Registration Deadline, as applicable, and prior to the date the Registration Statement or Uncovered Share Amendment or Uncovered Share Registration Statement, as applicable, in each case as filed pursuant to Section 2(a) ), is declared effective by the SECSEC by (B) thirty, plus (Cz) after the sixtieth quotient calculated by dividing (60thA) day following a Registration Trigger Date and prior to the date sum of the Additional Registration Statement number of additional days in excess of the Permitted Blackout Period that (as hereinafter definedI) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities required to be included in a Registration Statement (excluding except, in the Warrant Sharescase of the Initial Registration Statement, for any Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to any such a Registration Statement after the such Registration Statement has been declared effective effective, or (II) the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select MarketNasdaq Markets, the NYSE or AMEX by (B) thirty. For example, if the AMEXInitial Registration Statement becomes effective thirty (30) days after the Registration Deadline, then the Company would pay $7,500 for each $1,000,000 of Aggregate Purchase Price; thereafter, for the next period of thirty (a30) days that sales cannot be made pursuant to the Holder Initial Registration Statement (except as to Uncovered Shares which are the subject of an SEC Determination), the Company would pay an additional $7,500 for each $1,000,000 of Aggregate Purchase Price and for each additional period of thirty (30) days that sales cannot be made pursuant to the Initial Registration Statement (except as to Uncovered Shares which are subject to an SEC Determination), the Company would pay $12,500 for each $1,000,000 of Aggregate Purchase Price. Such amounts shall be paid in cash or, at each Investor's option, in shares of Common Stock which shall be deemed for this purpose to have a value equal to the Market Price (as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions Securities Purchase Agreement) as of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable date such payment is due. Any shares of Common Stock issued pursuant to this Section 2(b) with respect to shall be Registrable Securities. If the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required Investor desires to be paid the amounts due hereunder in Common Stock, it shall so notify the Company in writing within four (4) business days of the date on which such amounts are first payable in cash. Payments of cash hereunder pursuant hereto shall be paid made within five (5) days Business Days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period. Delivery of shares of Common Stock pursuant to this Section 2(b) shall be made within five (5) business days after the Investor's delivery of a written notice to the Company requesting payment in Common Stock. If such payment is not made within such five (5) day period the Investor thereafter shall be entitled to interest on the unpaid amount at a rate equal of two percent (2%) per month until such amount is paid in full to the Investor. If the Company is unable to pay all amounts due and payable with respect to the penalties, the Company will pay the Investors such amounts pro rata based upon the total amounts payable to each Investor as a percentage of the total amounts payable to all Investors. Notwithstanding any other provision of this Section 2(b), no amount shall accrue or be payable hereunder in respect of any failure of the Company to fulfill any of its obligations under this Agreement (i) during the 180 day period immediately following the Closing Date under the Securities Purchase Agreement or (ii) as a result of any act or omission by the Securities and Exchange Commission, any state governmental or regulatory body or any Investor.
Appears in 1 contract
Samples: Registration Rights Agreement (Precision Optics Corporation Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred twentieth (i) the ninetieth (90th120th) day following the Demand Date in the event that there is date it was required to be filed hereunder or no SEC review of the Registration Statement, or (ii) later than the one hundred fiftieth eightieth (150th180th) day following the Demand Date in the event that the SEC reviews the Registration Statement date it was required to be filed if Form S-3 was not available (such date, the “Registration Deadline”each a "REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline applicable to such Registration Statement or (B) any the Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by Investors but within the Company within two (2) trading days after notice thereof) control of the Company), or (iii) the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Nasdaq Capital Over-the-Counter Bulletin Board (the "BULLETIN BOARD"), National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the initial Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors 4 by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In Notwithstanding the foregoing, in the event that any payment becomes due from the Registration Statement is not declared effective within sixty (60) days after the applicable Registration Trigger Date, the Company under will not have to pay the preceding sentenceInvestors such amounts if (i) the Company filed the Registration Statement by the Filing Date and (ii) the Company, in each instance, fully responds to all SEC comments received by it within the longer of (A) five (5) business days after receipt thereof or (B) the time period provided by the SEC. The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Warrants that have been converted into Conversion exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thirty-five thousandths (.015.035), for each 30 the first thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (CB) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 3(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Capital MarketBulletin Board, NNM, SmallCap, NYSE or AMEX. In addition, the Global MarketCompany shall pay to each Investor an amount equal to the product of (i) the Aggregate Share Price, multiplied by (ii) fifty-five thousandths (.055), for each additional thirty (30) day period (or portion thereof) following the Global Select Marketinitial thirty (30) day period referred to in the preceding sentence (A) after a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (B) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (C) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Bulletin Board, NNM, SmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investorthe Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution. In the event that(For example, after if a Registration Statement covering is not effective by the resale Registration Deadline applicable thereto, the Company would pay $35,000 for the first thirty (30) days and $55,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Warrant Shares has become effective, such Registration Statement is no longer effective or the becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, "EXERCISE PRICE" then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) effect with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Prepaid Warrants. Except for Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Additional Warrant Shares as defined Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all date on which such amounts required to be paid are first payable in cash hereunder and such amounts shall be paid so convertible beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any 5 such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Fastcomm Communications Corp)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in date hereof (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”"REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 100% of the Initial Registrable Securities, Securities issuable pursuant to the Notes and Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or (B) such Registration Statement covering all of the Registrable Securities is not declared effective by the SEC on or before the Registration Deadline or (B) any except in the event that such Registration Statement required to be filed pursuant to Section 3(b) hereof is shall not have been declared effective by solely as the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date result of a Fiscal Quarter Delay (as defined in Section 3(b) belowherein)), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes that have been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thousandths two hundredths (.015.02), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by covering all of the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof Registrable Securities is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEX; providedPROVIDED, howeverHOWEVER, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investorthe Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution. In (For example, if the event that, after a Registration Statement covering the resale all of the Warrant Shares has become effectiveRegistrable Securities is not effective by the Registration Deadline, such the Company would pay $20,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement is no longer effective or the becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "CONVERSION PRICE" (a) the Holder as defined in the Series B Warrants Notes) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article III of the Series B Warrants to exercise its Series B Warrants Notes), beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Network Commerce Inc)
Payments by the Company. The (i) On or prior to November 30, 2001, the Company shall use its best efforts to cause (x) file with the Registration Statement Securities and Exchange Commission (the "SEC") any and all securities filings required to be filed pursuant to Section 2(a) hereof to become effective with the SEC by the Company under the Securities Exchange Act of 1934, as soon as practicableamended (the "1934 Act"), including, but in no event later than not limited to, any and all filings that were or are required to be filed by the Company with the SEC under the 1934 Act prior to the date hereof (icollectively, the "Securities Filings") the ninetieth and (90thy) day following the Demand Date in the event that there is no SEC review of the Registration Statement, secure and maintain exchange or NASD's OTC Electronic Bulletin Board authorization and quotation for its common stock ("Relisting").
(ii) On or prior to January 31, 2002 (the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”"Required Filing Date"). At the time of effectiveness, the Company shall ensure that such file a registration statement with SEC on Form SB-2 (the "Registration Statement"), which Registration Statement covers shall include, inter alia, the Initial Registrable Securities, including, if necessary, by filing an amendment prior registration of (w) the 13,200,000 shares of the Company's common stock issuable to the effective date Investor upon conversion of the Registration Statement to increase 1,100 shares of the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if Company's Series A Convertible Preferred Stock held by the Investor (i) (A) the Registration Statement required to which shall be filed pursuant to Section 2(a) hereof is not filed converted as soon as reasonably possible in accordance with the SEC prior to terms of the Filing Date or declared effective by Certificate of Designation covering the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) belowCompany's Series A Convertible Preferred Stock), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the Company shall pay to each Investor cash in the amount of (x) the aggregate principal balance 2,500,000 shares of the Series B Notes owned by such Company's common stock issued to the Investor then outstanding (includingpursuant to the Debenture Amendment, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (cz) upon a Default Event the Conversion Shares. The Registration Statement also shall cover such indeterminate number of additional shares of common stock as may necessary to prevent dilution resulting from stock splits or stock dividends.
(as defined in iii) If the Company fails to comply with its obligations under Section 11(i2(b)(i) or Section 2(b)(ii) of this Agreement, then the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) principal amount of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder Debenture shall be paid within five increased in an amount equal to Fifty Thousand Dollars (5$50,000) days after the end of for each period that gives rise to such obligation, provided that, if any such period extends for more than of thirty (30) dayscalendar days that the Company has not complied in full with the requirements of Section 2(b)(i) and/or Section 2(b)(ii) (the "Default Penalties"), interim payments up to a maximum amount equal to the $350,000 (the "Maximum Penalty"). Any and all Default Penalties incurred pursuant to this Section 2(b)(iii) shall be made for each such 30 day periodadded to the principal amount of the Debenture and shall be payable and convertible according to the same terms and conditions as the Settlement Amount. In no event shall the aggregate increase in the principal amount of the Debenture due to the Settlement Amount and the Default Penalties exceed One Million Dollars ($1,000,000). The remedy provided in this Section 2(b)(iii) shall be in lieu of any other remedies otherwise available under the Transaction Agreements with respect to the Company's obligations to make the Securities Filings or other filings under the 1934 Act, to obtain Relisting and to file, obtain and maintain effectiveness of the Registration Statement; provided, however, that the Investor retains its right under Section 15 of the Debenture to declare the Debenture immediately due and payable if an Event of Default occurs under Section 15(k) or Section 15(m) of the Debenture.
Appears in 1 contract
Samples: Registration Rights Agreement (Biogan International Inc)
Payments by the Company. (i) The Company shall use its best efforts to cause the First Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review filing date of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the First Registration Statement (such date, the “First Registration Deadline”). At the time of effectiveness, the Company shall ensure that such the First Registration Statement covers at least 125% of the Initial Registrable SecuritiesSecurities (without giving effect to any limitations on exercise contained in the Initial Warrants), including, if necessary, by filing an amendment prior to the effective date of the Initial Registration Statement to increase the number of Initial Registrable Securities covered thereby.
(ii) The Company shall use its best efforts to cause the Second Registration Statement to become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the filing date of the Second Registration Statement (the “Second Registration Deadline”). Subject At the time of effectiveness, the Company shall ensure that the Second Registration Statement covers at least 125% of the Secondary Registrable Securities (without giving effect to Section 2(d) belowany limitations on exercise contained in the Series C Warrants), including, if necessary, by filing an amendment prior to the effective date of the Secondary Registration Statement to increase the number of Secondary Registrable Securities covered thereby.
(iii) If (i) (A) the First Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the First Filing Date or declared effective by the SEC on or before the First Registration Deadline Deadline, or (B) the Second Registration Statement is not filed with the SEC prior to the Second Filing Date or declared effective by the SEC on or before the Second Registration Deadline, or (C) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth seventy-fifth (60th75th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock Company’s common stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital SmallCap Market”), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select National Market”), the New York Stock Exchange (the “NYSE”) ), or the American Stock Exchange (the “AMEX”) at any time after the First Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the such Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of shares of Common Stock acquired pursuant to the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares Securities Purchase Agreement and then held by such Investor as if such Series B Notes had not been so converted)Investor, multiplied by the per Unit purchase price under the Securities Purchase Agreement, multiplied by (yii) fifteen thousandths one hundredth (.015), .01) for the first thirty day period (or portion thereof) and two hundredths (.02) for each additional 30 day period (or portion thereof), ) (A) after the First Filing Date and prior to the date the First Registration Statement is filed with the SEC pursuant to Section 2(a)SEC, (B) after the First Registration Deadline and prior to the date the first Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Initial Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global National Market, NYSE, or AMEX. In addition, the Company shall pay to each Investor an amount equal to the aggregate exercise price paid by such Investor upon exercise of Series B Warrants, multiplied by one hundredth (.01) for the first thirty day period (or portion thereof) and two hundredths (.02) for each additional 30 day period (or portion thereof) (A) after the Second Filing Date and before the Second Registration Statement is filed with the SEC, (B) after the Second Registration Deadline and prior to the date the Second Registration Statement is declared effective by the SEC, and (C) during which sales of any Secondary Registrable Securities cannot be made pursuant to any Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the SmallCap Market, the Global Select National Market, NYSE NYSE, or AMEX; provided, however, that. Notwithstanding the foregoing payment provisions, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but but, as to the Initial Registration Statement filed pursuant to Section 2(a), in no event later than (i) the ninetieth (90th) day following after the Demand Closing Date in (the event that there is no SEC review of the "Registration Deadline"), and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, or in no event later than the forty-fifth (ii) the one hundred fiftieth (150th45th) day following after the Demand Uncovered Share Filing Date in (the event that the SEC reviews the Registration Statement (such date, the “"Uncovered Share Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date or the Uncovered Share Filing Date, as applicable, or declared effective by the SEC on or before the Registration Deadline or (B) any the Uncovered Share Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (Deadline, as defined in Section 3(b) below)applicable, or (ii) if, after any such a Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) required to be included therein (except, (but specifically excluding Warrant Shares)in the case of the Initial Registration Statement, for Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to such the Registration Statement (by reason of a stop order or order, the Company’s 's failure to update the a Registration Statement Statement, any reason resulting in Uncovered Shares or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NNM"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash an amount equal to the product of (i) the aggregate Investment Amount (as defined in the amount Securities Purchase Agreement) paid by such Investor (or if such Investor is not an Initial Investor, the Investment Amount paid by such Investor's transferor or assignor of such Shares and Warrants) for the Shares and Warrants purchased by such Investor (or such Investor's transferor or assignor) pursuant to the Securities Purchase Agreement (the "Aggregate Purchase Price"), multiplied by (ii) one percent (with such percentage increasing to and remaining at two percent for purposes of all calculations which take into account time periods (or portions thereof) after the 30th day after the Registration Deadline or Uncovered Share Registration Deadline, as applicable), multiplied by (iii) the sum of (x) the aggregate principal balance of the Series B Notes owned quotient calculated by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), dividing (A) the number of days after the Filing Date or Uncovered Share Filing Date, as applicable, and prior to the date the Registration Statement is or Uncovered Share Amendment or Uncovered Share Registration Statement, as applicable, in each case as required to be filed with the SEC pursuant to Section 2(a), is filed with the SEC by (B) thirty, plus (y) the quotient calculated by dividing (A) the number of days after the Registration Deadline or Uncovered Share Registration Deadline, as applicable, and prior to the date the Registration Statement or Uncovered Share Amendment or Uncovered Share Registration Statement, as applicable, in each case as filed pursuant to Section 2(a) ), is declared effective by the SECSEC by (B) thirty, plus (Cz) after the sixtieth quotient calculated by dividing (60thA) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which number of additional days that sales of any Registrable Securities required to be included in a Registration Statement (excluding except, in the Warrant Sharescase of the Initial Registration Statement, for any Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to any such a Registration Statement after the such Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select Market, NYSE or AMEXAMEX by (B) thirty; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after Investors) required by the Investors in a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to information relating to the Series B Warrants or Investors, including, without limitation, changes to the Warrant Sharesplan of distribution. For example, and if the Initial Registration Statement becomes effective thirty (c30) upon a Default Event days after the Registration Deadline, the Company would pay $10,000 for each $1,000,000 of Aggregate Purchase Price; thereafter, for each period of 30 days that sales cannot be made pursuant to the Initial Registration Statement (except as defined to Uncovered Shares which are the subject of an SEC Determination), the Company would pay an additional $20,000 for each $1,000,000 of Aggregate Purchase Price. Such amounts shall be paid in Section 11(i) of cash or, at each Investor's option, subject to the Series B Warrants) limitations on the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable Company's ability to a Holder issue such shares as set forth in Section 11(iRule 4460(i) of the Series B WarrantsNASD (as defined below) or any successor rule, all amounts required to may be paid in cash hereunder shares of Common Stock at a conversion price equal to the lesser of (i) $13.60875 or (ii) the Market Price as of the date such payment is due. Any shares of Common Stock issued upon conversion of such amounts shall be paid Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities, it shall so notify the Company in writing within two (2) business days of the date on which such amounts are first payable in cash and such amounts shall be so convertible beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period. Delivery of shares of Common Stock upon conversion of the amounts set forth in this Section 2(c) shall be made within two (2) business days after the Investor's delivery of a written notice of conversion to the Company.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the sixtieth (i) the ninetieth (90th60th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 120% of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the Notes (without giving effect to any limitations on conversion contained in the Notes) and exercise of the Warrants (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the one hundred twentieth (120th) day following the date hereof (the "Registration Deadline Deadline") or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital "SmallCap Market”"), the Nasdaq Global National Market (the “Global "National Market”), the Nasdaq Global Select Market (the “Global Select Market”"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any the principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (yii) (A) ten thousandths (.010), for each 30 day period (or portion thereof) up to the one hundred eightieth (180th) day, and (B) fifteen thousandths (.015), for each 30 day period (or portion thereof)) from and after the one hundred eightieth (180th) day, (Aw) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (Bx) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (Cy) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (Dz) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global Market, the Global Select National Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or date it was required to be filed hereunder (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”each a "REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline applicable to such Registration Statement or (B) any the Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NNM"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the initial Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Warrants and the Common Shares held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Warrants that have been converted into Conversion exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen twelve ten thousandths (.015.0012), for each 30 day during the first thirty (30) day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (CB) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 3(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Capital MarketNNM, NYSE or AMEX. In addition, the Global MarketCompany shall pay to each Investor an amount equal to the product of (i) the Aggregate Share Price, multiplied by (ii) eight-teen ten thousandths (.0018), for each day following the Global Select Marketinitial thirty (30) day period referred to in the preceding sentence (A) after a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (B) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (C) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the NNM, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to information relating to the Series B Warrants or Investors, including, without limitation, changes to the Warrant Sharesplan of distribution. (For example, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.if
Appears in 1 contract
Samples: Registration Rights Agreement (Robotic Vision Systems Inc)
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred twentieth (i) the ninetieth (90th120th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or date it was required to be filed hereunder (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “each a "Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline applicable to such Registration Statement or (B) any the Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SmallCap"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the initial Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Warrants that have been converted into Conversion exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen thirty-five thousandths (.015.035), for each 30 the first thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (CB) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 3(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the Capital MarketNNM, SmallCap, NYSE or AMEX. In addition, the Global MarketCompany shall pay to each Investor an amount equal to the product of (i) the Aggregate Share Price, multiplied by (ii) fifty-five thousandths (.055), for each additional thirty (30) day period (or portion thereof) following the Global Select Marketinitial thirty (30) day period referred to in the preceding sentence (A) after a Registration Deadline and prior to the date the applicable Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (B) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (C) during which sales of any Registrable Securities cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock (including any Registrable Securities) is not listed or included for quotation on the NNM, SmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investorthe Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution. In the event that(For example, after if a Registration Statement covering is not effective by the resale Registration Deadline applicable thereto, the Company would pay $35,000 for the first thirty (30) days and $55,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Warrant Shares has become effective, such Registration Statement is no longer effective or the becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, "Exercise Price" then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) effect with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Prepaid Warrants. Except for Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Additional Warrant Shares as defined Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all date on which such amounts required to be paid are first payable in cash hereunder and such amounts shall be paid so convertible beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant hereto shall be made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the sixtieth (i) the ninetieth (90th60th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)Filing Date. At the time of effectiveness, the Company shall ensure that such Registration Statement covers all of the Initial Registrable Securities, Securities issuable at such time pursuant to the Preferred Stock and the Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline ninetieth (90th) day after the Filing Date (the "REGISTRATION DEADLINE") or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b4(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b4(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b4(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) ), except as otherwise provided herein or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Preferred Stock and Warrants purchased at the First Closing held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Stock that have has been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thousandths two hundredths (.015.02), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 4(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b4(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. Notwithstanding the Warrant Shares has become effectiveforegoing, such in no event shall the Company be required to pay amounts with respect to (x) both (A) and (B), and (y) both (C) and (D) above for the same period of time. (For example, if the Registration Statement is no longer not effective or by the Registration Deadline, the Company would pay $20,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement becomes effective.) Such amounts shall be paid in cash or, at each Investor's option (subject to such Investor confirming in status as an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act), may be convertible into Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then at Market Price (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants Warrants) then in whole or in parteffect, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect subject to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined limitation set forth in Section 11(iArticle IV.D(i) of the Series B WarrantsCertificate of Designation. Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the Holder date on which such amounts are first payable in cash and such amounts shall have be so convertible (pursuant to the rights mechanics set forth in Section 11(i) under Article IV of the Series B WarrantsCertificate of Designation), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) Payments of the Series B Warrants, all amounts required to be paid in cash hereunder pursuant hereto shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.. The requirement to make payments pursuant to this section can be waived as to all Investors by the written consent of Investors holding a majority of the Registrable Securities
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) If the Registration Statement required to be filed pursuant to Section 2(a) hereof covering the Registrable Securities is not filed with the SEC Commission on or prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or Deadline, (B) any if the Registration Statement required to be filed pursuant to Section 3(b) hereof covering the Registrable Securities is not declared effective on or prior to the Effectiveness Deadline, (C) if the number of Shares listed for trading on the OTC Bulletin Board or reserved by the SEC on Company for issuance shall be insufficient, for any period of five (5) consecutive days at any time after the Effectiveness Deadline, for issuance upon the conversion of the Debentures and the exercise of the Warrants, or before (D) upon the sixtieth (60th) day following the applicable Registration Trigger Date occurrence of a Blackout Event (as defined described in Section 3(b3(f) or Section 3(g) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control period of the Investorsfive (5) and such failure is not cured by the Company within two (2) trading consecutive days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) at any time after the Effectiveness Deadline (each of the events described in clauses (A) through (D) of this paragraph are referred to herein as a "Registration Deadline hereunderDefault"), then the Company will make payments to each Investor the Purchaser in such amounts and at such times as shall be determined pursuant to this Section 2(b).
(ii) as partial relief for The amount (the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the Company shall pay to each Investor cash in the amount of (x"Periodic Amount") the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after by the end Company to the Purchaser as of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments day period during which a Registration Default shall be made for in effect (each such 30 day period., a "Default Period") shall be equal to two percent of the purchase price paid by such Purchaser for all of the Debentures and Warrants (the "Purchase Price"); provided that, with respect to any Default Period during which the relevant Registration Defaults shall have been cured, the Periodic Amount shall be pro rated for the number of days during such
Appears in 1 contract
Samples: Registration Rights Agreement (Ibiz Technology Corp)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) 90th day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 100% of the Initial Registrable SecuritiesSecurities (without giving effect to any limitations on exercise contained in the Warrants), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the 90th day following the date hereof (the “Registration Deadline Deadline”) or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) 60th day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital SmallCap Market”), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select National Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by the per share purchase price set forth in the Securities Purchase Agreement multiplied by (yii) fifteen thousandths (.015).01, for each 30 day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) 60th day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global Market, the Global Select National Market, NYSE or AMEXAMEX (any such payment, a “Registration Delay Payment”); provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period. Notwithstanding anything herein or in the Securities Purchase Agreement to the contrary, in no event shall the amount of Registration Delay Payments payable to any Investor exceed, in the aggregate, 10% of the aggregate purchase price set forth in the Securities Purchase Agreement for the Shares held by such Investor.
Appears in 1 contract
Samples: Registration Rights Agreement (Accentia Biopharmaceuticals Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred and fiftieth (150th) day following the Demand Date in date hereof (the event that the SEC reviews the Registration Statement (such date, the “"Registration Deadline”"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to on or before the Filing Date or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not filed with the SEC within twenty (20) days after the applicable Registration Trigger Date (as defined in Section 3(b) hereof), or (ii) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b) below)Date, or (iiiii) if, subject to Section 3(c) hereof, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market American Stock Exchange (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"AMEX"), the New York Stock Exchange (the “"NYSE”"), the Nasdaq National Market ("NNM"), the Nasdaq SmallCap Market (the "SmallCap") or in the American Stock Exchange over-the-counter market on the electronic bulletin board (the “AMEX”"Bulletin Board") at any time after the initial Registration Deadline hereunderhereunder or trading in the Common Stock on the AMEX, the NYSE, the NNM, the SmallCap or the Bulletin Board, as applicable, is suspended for more than three consecutive trading days, (iv) the Company fails to file a request for acceleration of effectiveness of any Registration Statement required hereunder within five days of receipt of notification from the SEC that the SEC will not be reviewing such Registration Statement, or (v) the right of an Investor to convert the Preferred Shares held by such Investor under the Securities Purchase Agreement or Certificate of Designation is suspended for any reason, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Preferred Stock, the Common Shares and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Stock that have has been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen twenty thousandths (.015.020), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement required to be filed pursuant to Section 2(a) hereof is filed with the SEC SEC, (B) after the twentieth (20th) day following a Registration Trigger Date and prior to the date on which the Registration Statement required to be filed pursuant to Section 2(a)3(b) hereof is filed with the SEC, (BC) after the Registration Deadline and prior to the date the Registration Statement required to be filed pursuant to Section 2(a) hereof is declared effective by the SEC, (CD) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement required to be filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DE) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or effective, except during any Disclosure Delay Period (as hereinafter defined), and (F) during which the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEXAMEX after the Registration Deadline or suspended for more than three consecutive trading days; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor the Investors in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investorthe Investors, including, without limitation, changes to the Plan plan of Distribution distribution. (as defined below)For example, other than any corrections of if the Registration Statement is not effective by the Registration Deadline, the Company mistakes would pay $200 for each thirty (30) day period thereafter with respect to information previously provided by such Investor. In each $10,000 of Aggregate Share Price until the event that, after a Registration Statement covering becomes effective) and, further provided, however, that no amount shall be payable hereunder in the resale case of any period referred to in subparagraph (A) above if the Warrant Shares has become effective, such Registration Statement is no longer declared effective by the SEC on or before the Registration Deadline. Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "Conversion Price" (a) the Holder as defined in the Series B Warrants Certificate of Designation) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article IV of the Series B Warrants to exercise its Series B Warrants Certificate of Designation) beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period; provided, however, that any amount payable under subparagraph (A) above shall not be payable prior to the Registration Deadline and that, if any such amount is thereafter payable, it shall be payable in accordance with the requirements of this paragraph.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the sixtieth (i) the ninetieth (90th60th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)Filing Date. At the time of effectiveness, the Company shall ensure that such Registration Statement covers all of the Initial Registrable Securities, Securities issuable at such time pursuant to the Preferred Stock and the Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline ninetieth (90th) day after the Filing Date (the "REGISTRATION DEADLINE") or (B) any Registration Statement required to be filed by the Company pursuant to Section 3(b4(b) hereof is not declared effective by the SEC on or before the sixtieth within sixty (60th60) day following days after the applicable Registration Trigger Date (as defined in Section 3(b4(b) belowhereof), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b4(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) ), except as otherwise provided herein or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SMALLCAP"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Preferred Stock and Warrants purchased at the Second Closing held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Preferred Stock that have has been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "AGGREGATE SHARE PRICE"), multiplied by (yii) fifteen thousandths two hundredths (.015.02), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date (as defined in Section 4(b)) and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b4(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. Notwithstanding the Warrant Shares has become effectiveforegoing, such in no event shall the Company be required to pay amounts with respect to (x) both (A) and (B), and (y) both (C) and (D) above for the same period of time. (For example, if the Registration Statement is no longer not effective or by the Registration Deadline, the Company would pay $20,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement becomes effective.) Such amounts shall be paid in cash or, at each Investor's option (subject to such Investor confirming in status as an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the Securities Act), may be convertible into Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then at Market Price (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants Warrants) then in whole or in parteffect, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect subject to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined limitation set forth in Section 11(iArticle IV.D(i) of the Series B WarrantsCertificate of Designation. Any shares of Common Stock issued upon conversion of such amounts shall be Registrable Securities. If the Investor desires to convert the amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the Holder date on which such amounts are first payable in cash and such amounts shall have be so convertible (pursuant to the rights mechanics set forth in Section 11(i) under Article IV of the Series B WarrantsCertificate of Designation), beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) Payments of the Series B Warrants, all amounts required to be paid in cash hereunder pursuant hereto shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.. The requirement to make payments pursuant to this section can be waived as to all Investors by the written consent of Investors holding a majority of the Registrable Securities
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred forty-fifth (i) the ninetieth (90th145th) day following the Demand Date in date hereof (the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”"REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least one hundred and twenty-five percent (125%) of the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b3(d) hereof is not declared effective by the SEC on or before the sixtieth ninetieth (60th90th) day following the applicable Registration Trigger Date (as defined in Section 3(b3(d) below), or (ii) if, after any such Registration Statement has been declared effective by the SECSEC and until the expiration of the Registration Period (as defined below), sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b3(d) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by Investors (subject to the right of the Company within two to suspend use thereof during a Black-Out Period (2as defined in Section 4(c) trading below) not to exceed forty-five (45) consecutive days after notice thereofor seventy-five (75) days in any 12-month period (each such period being a "PERMITTED BLACK-OUT PERIOD"); provided, however, that the duration of any Permitted Black-Out Period resulting solely from a request by an Investor pursuant to Section 3(o) shall not be considered for purposes of calculating the forty-five (45) or seventy-five (75) day limits described in this proviso), or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital Market”"SMALLCAP MARKET"), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NATIONAL MARKET"), the New York Stock Exchange (the “"NYSE”) or "), the American Stock Exchange (the “"AMEX”") or the OTC Electronic Bulletin Board (the "BULLETIN BOARD") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of the Series B Notes owned shares of Preferred Stock then outstanding and held by such Investor then outstanding (including, for this purpose, any principal balance shares of any Series B Notes Preferred Stock that have been converted into Conversion Shares then held by such Investor as if such Series B Notes shares of Preferred Stock had not been so converted)) multiplied by the Purchase Price (as defined in the Securities Purchase Agreement) plus any additional amounts paid in connection with the exercise of Preferred Warrants by such Investor, multiplied by (yii) fifteen thousandths one hundredth (.0150.01), for each 30 day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth ninetieth (60th90th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b3(d) hereof is declared effective by the SEC, and or (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective (other than with respect to any Permitted Black-Out Period) or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global National Market, NYSE, AMEX or the Global Select Market, NYSE or AMEXBulletin Board; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Samples: Registration Rights Agreement (PDG Environmental Inc)
Payments by the Company. (i) The Company shall use its best efforts to cause the First Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review filing date of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the First Registration Statement (such date, the “Registration Deadline”"FIRST REGISTRATION DEADLINE"). At the time of effectiveness, the Company shall ensure that such the First Registration Statement covers at least 125% of the Initial Registrable SecuritiesSecurities (without giving effect to any limitations on exercise contained in the Initial Warrants), including, if necessary, by filing an amendment prior to the effective date of the Initial Registration Statement to increase the number of Initial Registrable Securities covered thereby.
(ii) The Company shall use its best efforts to cause the Second Registration Statement to become effective as soon as practicable, but in no event later than the ninetieth (90th) day following the filing date of the Second Registration Statement (the "SECOND REGISTRATION DEADLINE"). Subject At the time of effectiveness, the Company shall ensure that the Second Registration Statement covers at least 125% of the Secondary Registrable Securities (without giving effect to Section 2(d) belowany limitations on exercise contained in the Series C Warrants), including, if necessary, by filing an amendment prior to the effective date of the Secondary Registration Statement to increase the number of Secondary Registrable Securities covered thereby.
(iii) If (i) (A) the First Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with the SEC prior to the First Filing Date or declared effective by the SEC on or before the First Registration Deadline Deadline, or (B) the Second Registration Statement is not filed with the SEC prior to the Second Filing Date or declared effective by the SEC on or before the Second Registration Deadline, or (C) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth seventy-fifth (60th75th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock Company's common stock is not listed or included for quotation on the Nasdaq Capital SmallCap Market (the “Capital Market”"SMALLCAP MARKET"), the Nasdaq Global National Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"NATIONAL MARKET"), the New York Stock Exchange (the “"NYSE”) "), or the American Stock Exchange (the “"AMEX”") at any time after the First Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the such Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance number of shares of Common Stock acquired pursuant to the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares Securities Purchase Agreement and then held by such Investor as if such Series B Notes had not been so converted)Investor, multiplied by the per Unit purchase price under the Securities Purchase Agreement, multiplied by (yii) fifteen thousandths one hundredth (.015), .01) for the first thirty day period (or portion thereof) and two hundredths (.02) for each additional 30 day period (or portion thereof), ) (A) after the First Filing Date and prior to the date the First Registration Statement is filed with the SEC pursuant to Section 2(a)SEC, (B) after the First Registration Deadline and prior to the date the first Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Initial Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital SmallCap Market, the Global National Market, NYSE, or AMEX. In addition, the Company shall pay to each Investor an amount equal to the aggregate exercise price paid by such Investor upon exercise of Series B Warrants, multiplied by one hundredth (.01) for the first thirty day period (or portion thereof) and two hundredths (.02) for each additional 30 day period (or portion thereof) (A) after the Second Filing Date and before the Second Registration Statement is filed with the SEC, (B) after the Second Registration Deadline and prior to the date the Second Registration Statement is declared effective by the SEC, and (C) during which sales of any Secondary Registrable Securities cannot be made pursuant to any Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the SmallCap Market, the Global Select National Market, NYSE NYSE, or AMEX; provided, however, that. Notwithstanding the foregoing payment provisions, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day period.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but in no event later than (i) the ninetieth (90th) day following the Demand Date date hereof (the "Registration Deadline"). Notwithstanding the foregoing, the Registration Deadline shall be extended by a period of thirty (30) days in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securitiessustains a material loss, including, if necessarywhether or not insured, by filing an amendment prior to the effective date reason of the Registration Statement to increase the number of Registrable Securities covered therebyfire, earthquake, flood, accident or other calamity. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any all of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock (including all of the Registrable Securities) is not listed or included for quotation on the Nasdaq Capital National Market (the “Capital Market”"NNM"), the Nasdaq Global SmallCap Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”"SmallCap"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderand prior to the one (1) year anniversary of the effective date of the Registration Statement, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance Purchase Price of the Series B Notes owned Common Shares and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes Warrants that have been converted into Conversion exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen thousandths two hundredths (.015.02), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (DB) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or and (C) after the Registration Deadline and prior to the one (1) year anniversary of the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC during which the Common Stock (including all of the Registrable Securities) is not listed or included for quotation on the Capital MarketNNM, the Global Market, the Global Select MarketSmallCap, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Investors) required by the Investors in the Registration Statement covering with respect to information relating to the resale Investors, including, without limitation, changes to the plan of distribution. (For example, if the Warrant Shares has become effective, such Registration Statement is no longer not effective by the Registration Deadline, the Company would pay $20,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock at the lower of the Exercise Price or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then Market Price (a) the Holder each as defined in the Series B Warrants Warrants) in effect at the time of such conversion. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions of amounts due hereunder into Registrable Securities it shall so notify the Series B Warrants to exercise its Series B Warrants Company in whole or writing within two (2) business days after the date on which such amounts are first payable in part, (b) no monetary penalty cash and such amounts shall be payable so convertible beginning on the last day upon which the cash amount would otherwise be due in accordance with the following sentence. Payments of cash pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder hereto shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Focus Enhancements Inc)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to this Section 2(a) hereof 2 to become effective as soon as practicable, but in no event later than the sixtieth (i) the ninetieth (90th60th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)a Required Filing Date. At the time of effectiveness, the Company shall ensure that such Registration Statement covers at least 120% of the Initial Registrable SecuritiesSecurities issuable upon full conversion of the Notes (without giving effect to any limitations on conversion contained in the Notes), including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed pursuant to this Section 2(a) hereof 2 is not filed with the SEC prior to the a Required Filing Date or declared effective by the SEC on or before the ninetieth (90th) day following a Required Filing Date (the "Registration Deadline Deadline") or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), ) cannot be made pursuant to such Registration Statement (by reason of a stop order or the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the OTC Bulletin Board (the "Bulletin Board"), Nasdaq Capital SmallCap Market (the “Capital "SmallCap Market”"), the Nasdaq Global National Market (the “Global "National Market”), the Nasdaq Global Select Market (the “Global Select Market”"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any the principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (yii) (A) ten thousandths (.010), for each thirty (30) day period (or portion thereof) up to the one hundred eightieth (180th) day, and (B) fifteen thousandths (.015), for each 30 thirty (30) day period (or portion thereof)) from and after the one hundred eightieth (180th) day, (Aw) after the a Required Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a) or 2(b), (Bx) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) or (b) is declared effective by the SEC, (Cy) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (Dz) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Bulletin Board, SmallCap Market, the Global Market, the Global Select National Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan plan of Distribution distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor). In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, All such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid in cash within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such thirty (30 day period. 217 ELIGIBILITY FOR FORM S-3. The Company represents and warrants that it meets the requirements for the use of Form S-3 for registration of the sale by the Initial Investors and any other Investor of the Registrable Securities and the Company shall file all reports and statements required to be filed by the Company with the SEC in a timely manner so as to thereafter maintain such eligibility for the use of Form S-3.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause the each Registration Statement required to be filed pursuant to Section 2(a) hereof to become effective as soon as practicable, but but, as to the Initial Registration Statement filed pursuant to Section 2(a), in no event later than the ninety-fifth (95th) calendar day after the Closing Date (the "Registration Deadline"), and as to any Uncovered Shares Amendment or Uncovered Shares Registration Statement, in no event later than the forty-fifth (45th) day after the Uncovered Share Filing Deadline (the "Uncovered Share Registration Deadline"). If (i) the ninetieth (90thRegistration Statement(s) day following covering the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”). At the time of effectiveness, the Company shall ensure that such Registration Statement covers the Initial Registrable Securities, including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to by the Filing Date Deadline or the Uncovered Share Filing Deadline, as applicable, or declared effective by the SEC on or before the Registration Deadline or (B) any the Uncovered Share Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (Deadline, as defined in Section 3(b) below)applicable, or (ii) if, after any such a Registration Statement has been declared effective by the SEC, sales of any of all the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof) required to be included therein (except, (but specifically excluding Warrant Shares)in the case of the Initial Registration Statement, for Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to such the Registration Statement (by reason of a stop order or order, the Company’s 's failure to update the a Registration Statement Statement, any reason resulting in Uncovered Shares or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iiiii) the Common Stock is not listed or included for quotation on the Nasdaq Capital National Market or Small Cap Market (the “Capital Market”), the "Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”Markets"), the New York Stock Exchange (the “"NYSE”") or the American Stock Exchange (the “"AMEX”") at any time after the Registration Deadline hereunderDeadline, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash an amount equal to (i) the Investment Amount (as defined in the amount Securities Purchase Agreement) paid by such Investor (or if such Investor is not an Initial Investor, the Investment Amount paid by such Investor's transferor or assignor of such Shares and Warrants) for the Shares and Warrants purchased by such Investor (or such Investor's transferor or assignor) pursuant to the Securities Purchase Agreement (the "Aggregate Purchase Price"), multiplied by (ii) one percent (1%) (with respect to the period commencing on the Filing Deadline, the Uncovered Filing Deadline, the Registration Deadline or the Uncovered Share Registration Deadline, as applicable multiplied by (iii) the sum of (x) the aggregate principal balance of the Series B Notes owned quotient calculated by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), dividing (A) the number of days after the Filing Date Deadline or Uncovered Share Filing Deadline, as applicable, and prior to the date the Registration Statement is or Uncovered Share Amendment or Uncovered Share Registration Statement, as applicable, in each case as required to be filed with the SEC pursuant to Section 2(a), is filed with the SEC by (B) thirty, plus (y) the quotient calculated by dividing (A) the number of days after the Registration Deadline or Uncovered Share Registration Deadline, as applicable, and prior to the date the Registration Statement or Uncovered Share Amendment or Uncovered Share Registration Statement, as applicable, in each case as filed pursuant to Section 2(a) ), is declared effective by the SECSEC by (B) thirty, plus (Cz) after the sixtieth quotient calculated by dividing (60thA) day following a Registration Trigger Date and prior to the date sum of the Additional Registration Statement number of additional days that (as hereinafter definedI) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities required to be included in a Registration Statement (excluding except, in the Warrant Sharescase of the Initial Registration Statement, for any Uncovered Shares which are the subject of an SEC Determination) cannot be made pursuant to any such a Registration Statement after the such Registration Statement has been declared effective effective, or (II) the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select MarketNasdaq Markets, the NYSE or AMEX by (B) thirty. For example, if the AMEXInitial Registration Statement becomes effective thirty (30) days after the Registration Deadline, then the Company would pay $10,000 for each $1,000,000 of Aggregate Purchase Price; and thereafter, for each additional period of thirty (a30) the Holder as defined in the Series B Warrants shall days that sales cannot be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable made pursuant to this Section 2(b) with respect the Initial Registration Statement (except as to Uncovered Shares which are subject to an SEC Determination), the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) Company would pay $10,000 for each $1,000,000 of the Series B Warrants) the Holder Aggregate Purchase Price. Such amounts shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period. If such payment is not made within such five (5) day period the Investor thereafter shall be entitled to interest on the unpaid amount at a rate equal to two percent (2%) per month until such amount is paid in full to the Investor. If the Company is unable to pay all amounts due and payable with respect to the penalties, the Company will pay the Investors such amounts pro rata based upon the total amounts payable to each Investor as a percentage of the total amounts payable to all Investors.
Appears in 1 contract
Payments by the Company. The Company shall use its best efforts to cause (i) If the Registration Statement required covering the Registrable Securities is not filed in proper form with the SEC on or before thirty (30) days after the Closing Date (the "Required Filing Date"), then the Company shall pay the Initial Investor a late filing penalty (collectively "Late Filing Penalties"), (A) on the first day after the Required Filing Date, an amount equal to be filed three (3%) percent of the purchase price paid by the Initial Investor for all Preferred Stock (purchased pursuant to Section 2(athe Securities Purchase Agreement) hereof to become effective as soon as practicablewhich is then outstanding (the "Purchase Price"), but in no event later than and (iB) the ninetieth (90th) day following the Demand Date in the event that there is no SEC review on each subsequent monthly anniversary of the Required Filing Date, if the Registration StatementStatement has not been filed in proper form on or before such date, an amount equal to two (2%) percent of the Purchase Price.
(ii) If the Registration Statement covering the Registrable Securities is not effective within the earlier of (A) five (5) days after notice by the SEC that it may be declared effective, or (iiB) the one hundred fiftieth ninety (150th90) day days following the Demand Closing Date (the "Required Effective Date"), then the Company shall pay the Initial Investor a late effective date penalty (collectively "Late Effective Date Penalties") (sometimes Late Filing Penalties and Late Effective Penalties are collectively referred to as "Late Penalties"), (I) on the first day after the Required Effective Date, an amount equal to three (3%) percent of the Purchase Price, (II) on each subsequent monthly anniversary of the Required Effective Date, if the Registration Statement has not been declared effective on or before such date, an amount equal to two (2%) percent of the Purchase Price.
(iii) By way of illustration and not in limitation of the event foregoing, assuming a Closing Date of August 3 (X) if the Registration Statement is timely filed but is not declared effective until January 15, 1999 (assuming for the purpose of this example that the SEC reviews has not previously provided notice that it may be declared effective), the aggregate Late Effective Date Penalty will equal seven (7%) percent of the Purchase Price (3% on November 2, the 91st day after the Closing Date, plus 2% on December 1 and January 1), or (Y) if the Registration Statement is filed on October 10 and is not declared effective until November 15 (such dateassuming for the purpose of this example that the SEC has not previously provided notice that it may be declared effective), the “Registration Deadline”). At aggregate Late Filing Penalty will equal five (5%) percent of the time of effectivenessPurchase Price (3% on September 3, the Company shall ensure that such Registration Statement covers 31st day after the Initial Registrable SecuritiesClosing Date, includingplus 2% on October 2), and the aggregate Late Effective Date Penalty will equal three (3%) percent of the Purchase Price (3% on November 2, the 91st day after the Closing Date).
(iv) Additionally, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities covered thereby. Subject to Section 2(d) below, if (i) (A) the Registration Statement required to be filed pursuant to Section 2(a) hereof is not filed with within sixty (60) days from the SEC prior to the Filing Closing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(bthe Required Effective Date is greater than one hundred fifty (150) hereof is not declared effective by days after the SEC on or before the sixtieth (60th) day following the applicable Registration Trigger Date (as defined in Section 3(b) below)Closing Date, or (iiC) ifthe effectiveness of the Registration Statement is not maintained during the Registration Period as hereinafter defined, after any Purchaser may, at its option, require the Company to redeem the Preferred Stock in full, within three (3) days, in cash, in accordance with Section 4(i)(y) of the Securities Purchase Agreement.
(v) Late Penalties will be payable to the Investor by the Company in cash or other immediately available funds on the date such Late Penalty is incurred.
(vi) The parties acknowledge that the damages which may be incurred by the Investor if the Registration Statement is not filed by the Required Filing Date or if the Registration Statement has not been declared effective by the SECRequired Registration Date may be difficult to ascertain. The parties agree that the Late Penalties represent a reasonable estimate on the part of the parties, sales as of the date of this Agreement, of the amount of such damages. The payment of the Late Penalties to the Investor shall not limit the Investor's other rights and remedies hereunder or under any other document entered into in connection herewith.
(vii) Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel if the Company timely forwards to counsel any required documents or in the event all of the Registrable Securities required to may be covered by such Registration Statement (including any Registrable Securities required to be registered sold pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order Rule 144 or the Company’s failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time after the Registration Deadline hereunder, then the Company will make payments to each Investor in such amounts and at such times as shall be determined pursuant to this Section 2(b) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies another available at law or in equity). In the event that any payment becomes due from the Company exemption under the preceding sentence, the Company shall pay to each Investor cash in the amount of (x) the aggregate principal balance of the Series B Notes owned by such Investor then outstanding (including, for this purpose, any principal balance of any Series B Notes that have been converted into Conversion Shares then held by such Investor as if such Series B Notes had not been so converted), multiplied by (y) fifteen thousandths (.015), for each 30 day period (or portion thereof), (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof is declared effective by the SEC, and (D) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, NYSE or AMEX; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investor. In the event that, after a Registration Statement covering the resale of the Warrant Shares has become effective, such Registration Statement is no longer effective or the Common Stock is not listed or included for quotation on the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then (a) the Holder as defined in the Series B Warrants shall be entitled to use the cashless exercise provisions of the Series B Warrants to exercise its Series B Warrants in whole or in part, (b) no monetary penalty shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 day periodAct.
Appears in 1 contract
Samples: Registration Rights Agreement (Idm Environmental Corp)
Payments by the Company. The Company shall use its best efforts to cause the Registration Statement required to be filed pursuant to Section Section
2(a) hereof to become effective as soon as practicable, but in no event later than the one hundred twentieth (i) the ninetieth (90th120th) day following the Demand Date in the event that there is no SEC review of the Registration Statement, or (ii) the one hundred fiftieth (150th) day following the Demand Date in the event that the SEC reviews the Registration Statement (such date, the “Registration Deadline”)date hereof. At the time of effectiveness, the Company shall ensure that such Registration Statement covers all of the Initial Registrable Securities, Securities issuable pursuant to the Notes and Warrants (including, if necessary, by filing an amendment prior to the effective date of the Registration Statement to increase the number of Registrable Securities shares covered thereby). Subject to Section 2(d) below, if If (i) (A) the Registration Statement required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the SEC prior to the Filing Date or declared effective by the SEC on or before the Registration Deadline or (B) any Registration Statement required to be filed pursuant to Section 3(b) hereof is not declared effective by the SEC on or before the sixtieth one hundred and twentieth (60th120th) day following the applicable date hereof (the "Registration Trigger Date (as defined in Section 3(bDeadline") below), or (ii) if, after any such Registration Statement has been declared effective by the SEC, sales of any of the Registrable Securities required to be covered by such Registration Statement (including any Registrable Securities required to be registered pursuant to Section 3(b) hereof, (but specifically excluding Warrant Shares), cannot be made pursuant to such Registration Statement (by reason of a stop order or otherwise, including if the Registration Statement contains misstatements or omissions by reason of the Company’s 's failure to update the Registration Statement or for any other reason outside the control of the Investors) and such failure is not cured by the Company within two (2) trading days after notice thereof) or (iii) the Common Stock is not listed or included for quotation on the Nasdaq Capital Market (the “Capital Market”), the Nasdaq Global Market (the “Global Market”), the Nasdaq Global Select Market (the “Global Select Market”), the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”) any time after the Registration Deadline hereunder, then the Company will make payments to each Investor the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(b2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). In the event that any payment becomes due from the Company under the preceding sentence, the The Company shall pay to each Investor cash in an amount equal to the amount product of (xi) the aggregate principal balance purchase price of the Series B Notes owned and Warrants held by such Investor then outstanding (including, for this purposewithout limitation, any principal balance of any Series B Notes that have been converted into Conversion Shares and Warrants that have been exercised for Warrant Shares then held by such Investor as if such Series B Notes had not been so convertedInvestor) (the "Aggregate Share Price"), multiplied by (yii) fifteen thousandths (.015), for each 30 thirty (30) day period (or portion thereof), ) (A) after the Filing Date and prior to the date the Registration Statement is filed with the SEC pursuant to Section 2(a), (B) after the Registration Deadline and prior to the date the Registration Statement filed pursuant to Section 2(a) is declared effective by covering all of the SEC, (C) after the sixtieth (60th) day following a Registration Trigger Date and prior to the date the Additional Registration Statement (as hereinafter defined) or the Registration Statement filed pursuant to Section 3(b) hereof Registrable Securities is declared effective by the SEC, and (DC) during which sales of any Registrable Securities (excluding the Warrant Shares) cannot be made pursuant to any such Registration Statement after the Registration Statement has been declared effective or the Common Stock is not listed or included for quotation on the Capital MarketNasdaq National Market ("NNM"), the Global MarketNasdaq SmallCap Market ("SmallCap"), the Global Select MarketNew York Stock Exchange ("NYSE"), NYSE the American Stock Exchange ("AMEX") or AMEXthe OTC Bulletin Board; provided, however, that, for purpose of calculating the payment amount owed to any given Investor, that there shall be excluded from each such period any delays which are solely attributable to changes required by such Investor in the Additional Registration Statement or the Registration Statement with respect to information relating to such Investor, including, without limitation, changes to the Plan of Distribution (as defined below), other than any corrections of Company mistakes with respect to information previously provided by such Investorthe Investors) required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution. In (For example, if the event that, after a Registration Statement covering the resale all of the Warrant Shares has become effectiveRegistrable Securities is not effective by the Registration Deadline, such the Company would pay $15,000 for each thirty (30) day period thereafter with respect to each $1,000,000 of Aggregate Share Price until the Registration Statement is no longer effective or the becomes effective.) Such amounts shall be paid in cash or, at each Investor's option, may be convertible into Common Stock is not listed or included for quotation on at the Capital Market, the Global Market, the Global Select Market, the NYSE or the AMEX, then "Conversion Price" (a) the Holder as defined in the Series B Warrants Notes) then in effect. Any shares of Common Stock issued upon conversion of such amounts shall be entitled Registrable Securities. If the Investor desires to use convert the cashless exercise provisions amounts due hereunder into Registrable Securities it shall so notify the Company in writing within two (2) business days after the date on which such amounts are first payable in cash and such amounts shall be so convertible (pursuant to the mechanics set forth under Article III of the Series B Warrants to exercise its Series B Warrants Notes), beginning on the last day upon which the cash amount would otherwise be due in whole or in part, (b) no monetary penalty accordance with the following sentence. Payments of cash pursuant hereto shall be payable pursuant to this Section 2(b) with respect to the Series B Warrants or the Warrant Shares, and (c) upon a Default Event (as defined in Section 11(i) of the Series B Warrants) the Holder shall have the rights set forth in Section 11(i) of the Series B Warrants. Except for the Additional Warrant Shares as defined in the Series B Warrants issuable to a Holder as set forth in Section 11(i) of the Series B Warrants, all amounts required to be paid in cash hereunder shall be paid made within five (5) days after the end of each period that gives rise to such obligation, provided that, if any such period extends for more than thirty (30) days, interim payments shall be made for each such 30 thirty (30) day period.
Appears in 1 contract
Samples: Registration Rights Agreement (Inkine Pharmaceutical Co Inc)
