Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information), or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) below, is not filed on or before the date required by such section (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(c) shall be made within ten (10) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements or otherwise.
Appears in 1 contract
Samples: Registration Rights Agreement (VeruTEK Technologies, Inc.)
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information), or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) belowof this Agreement, is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make monthly cash payments (pro rated for partial periods) to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.751%) of the aggregate Purchase Price paid by such Holder for such Unit Shares Holder’s Note and Warrant for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(c2(d) shall be made within ten two (102) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Notes, or otherwise.
Appears in 1 contract
Samples: Registration Rights Agreement (Zap)
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k) under the Securities Act (“Rule 144(k)”) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information)Holder, or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) below, is not filed on or before the date required by such section (each of the foregoing clauses (i), (ii) ), and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one two percent (0.752%) of the aggregate Purchase Price paid by such Holder for such Unit Shares Holder’s Note and Warrants for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement (x) for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement in any consecutive 365 day period to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the CompanyCompany or (y) for one or more periods provided that the aggregate length of such suspension shall not exceed an aggregate of sixty (60) days in any period of consecutive 365 day period for any reason. Each such payment required to be made under this Section 2(c) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten five (105) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. The maximum aggregate payments under this paragraph shall not exceed 8% of the principal amount of the Notes. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Notes, or otherwise. Notwithstanding anything to the contrary, no payment shall be due pursuant to this Section if the Registration Statement becomes effective for less than one hundred and fifty percent (150%) of the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (such number to be determined using the Conversion Price (as defined in the Notes) and Exercise Price (as defined in the Warrants) in effect on the date on which the Registration Statement is filed and without regard to any restriction on such conversion or exercise) so long as the Registration Statement is effective for not less than the maximum number of Registrable Securities as to which the Registration Statement may become effective within the parameters of Rule 415.
Appears in 1 contract
Samples: Registration Rights Agreement (Cord Blood America, Inc.)
Registration Default. If The Company further agrees that, in the event that (a) the First or Second Registration Statements (i) have not been filed with the Registration Statement is not filed on SEC within 60 days after the First or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineSecond Closing Date, respectively, (ii) after a Registration Statement has have not been declared effective by the CommissionSEC by the First or Second Required Effectiveness Dates, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information)respectively, or (iii) an amendment after either of the First or supplement Second Registration Statements are declared effective by the SEC, either or both are suspended by the Company or cease to a remain continuously effective at all times during the Registration Statement, or a new registration statement, Period as to all applicable Registrable Securities for which such Registration Statement is required to be filed pursuant effective, other than, in each case, within the time period(s) permitted by Section 6.7(b), or (b) the Company has failed to perform its obligations set forth in Section 6.4 within the terms of Section 3(j) below, is not filed on or before the date time periods required by such section therein (each of the foregoing such event referred to in clauses (ia)(i), (ii) and (iii) being referred to herein as and clause (b), a “Registration Default”), for all or part of one or more thirty-day periods (each a “Penalty Period”) during which the Registration Default remains uncured, the Company shall make cash payments pay to each Holder who provides Purchaser 1% of such Purchaser’s aggregate purchase price of its Securities for each Penalty Period (or partial Penalty Period) during which the Registration Default remains uncured; provided, however, that if the primary cause of a Registration Default is a Purchaser’s failure to provide the Company reasonable written evidence of its ownership of Registrable Securities at with any information that is required to be provided in the time of each applicable Registration Statement with respect to -14- such Registration Default (including Purchaser as set forth herein, then the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as commencement of the occurrence Penalty Period described above shall be extended until two Business Days following the date of receipt by the Registration Deadline) equal Company of such required information; and provided, further, that in no event shall the Company be required hereunder to ¾ of one percent (0.75%) pay to any Purchaser pursuant to this Agreement an aggregate amount that exceeds 10% of the aggregate First Closing Purchase Price and, if applicable, Second Closing Purchase Price paid by such Holder Purchaser for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up to a maximum Purchaser’s Securities. The Company shall deliver said cash payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contraryPurchaser by the fifth Business Day after the end of each such Penalty Period. If the Company fails to pay said cash payment to the Purchasers in full by the fifth Business Day after the end of such Penalty Period, the Company shall be will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(c) shall be made within ten (10) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted paid by applicable law) to the Purchasers, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. Any such payment The cash payments provided by this Section 6.3 shall be in addition to any to, and not in lieu of, such other remedies available to damages as each Holder at law or Purchaser may establish in equity, whether pursuant to the terms hereof, the Subscription Agreements or otherwiseconnection with each Registration Default.
Appears in 1 contract
Samples: Securities Purchase Agreement
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under such Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information144(k)), or (iii) an amendment or supplement to a the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(jparagraph 4(j) below, below is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) $50,000 [i.e. 1% of the aggregate Purchase Price paid by such Holder for such Unit Shares Price] for each thirty (30) day period (but not pro rated for partial periods) or part thereof in which a Registration Default exists; provided, but up however, that notwithstanding the foregoing, the maximum amount of payments to a maximum payment of 5Holder associated with a Registration Default relating to the Registrable Securities shall equal 12% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the CompanyHolder. Each such payment required to be made under this Section 2(c) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable lawexisted. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Certificate of Designation, or otherwise.
Appears in 1 contract
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration DeadlineDeadline for reasons other than the failure of all applicable Holders to timely provide a completed Stockholder Questionnaire, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information)Holder, or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section paragraph 3(j) below, is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make the following cash payments to each Holder who provides Holder:
(1) with respect to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default Common Shares: an amount equal to: (including A) the number of Registrable Securities held by Common Shares such Holder as desires to sell less that portion of each such dateRegistrable Common Shares that may then be sold pursuant to Rule 144, multiplied by (B) equal to such the fair market value of the Common Stock on the Principal Market on the date of Holder’s pro rata share intended sale, multiplied by (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration DeadlineC) equal to ¾ of one percent (0.751%); and
(2) with respect to the Warrant Shares: an amount equal to (A) the number of Warrant Shares such Holder desires to sell less that portion of such Warrant Shares that are then freely saleable pursuant to Rule 144 (assuming a cashless exercise of such Warrants), multiplied by (B) the difference between the fair market value of the aggregate Purchase Price paid Common Stock on the Principal Market less the exercise price of the Warrants, multiplied by such Holder for such Unit Shares (C) one percent (1%); for each thirty (30) day period (but not pro rated for partial periods) or part thereof in which a Registration Default exists; provided, but up to a maximum payment of 5% however, that in the event of the aggregate Purchase Price paid by failure of a Holder to timely provide a completed Stockholder Questionnaire, such Holder for Registration Deadline shall be extended two (2) Business Days from the date of the receipt of such Unit Shares for each thirty (30) day period (but not pro rated for partial periods)completed Stockholder Questionnaire. Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten thirty (1030) consecutive Business Days days (or forty-five (45) consecutive days if the Company is required by Commission regulations to file financial statements with respect to an acquired business) or an aggregate of twenty sixty (2060) Business Days days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section paragraph 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(cparagraph 2(d) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Debentures, or otherwise.
Appears in 1 contract
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a the Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a the Registration Statement for any reason not within the exclusive control of such Holder (except other than during a Black-out Period (as defined below) or that such Registrable Securities as are then freely saleable pursuant to Rule 144(k)), (iii) the period that the Company is updating a Registration Statement due to information required Common Stock ceases to be provide regarding listed on the Company’s annual financial information)Nasdaq National Market, the Nasdaq Small Cap Market or the New York Stock Exchange, or (iiiiv) an amendment or supplement to a the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(jparagraph 4(k) below, below is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii), (iii) and (iiiiv) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) $100,000 [i.e. 1% of the aggregate Purchase Price paid by such Holder for such Unit Shares Price] for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up such payment to a maximum payment be pro rated for any portion of 5% of the aggregate Purchase Price paid by any such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(c) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable lawexisted. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Certificate of Designation, or otherwise.
Appears in 1 contract
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a the Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except other than during a Black-out Period (as defined below)), (iii) the period that the Company is updating a Registration Statement due to information required Common Stock ceases to be provide regarding listed on the Company’s annual financial information)Nasdaq National Market, the Nasdaq Small Cap Market or the New York Stock Exchange, or (iiiiv) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(jparagraph 4(j) below, below is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii) and ), (iii), (iv) or (v) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) Holders equal to such Holder’s pro rata share (based on $20,453 in the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up such payment to a maximum payment be pro rated for any portion of 5% of the aggregate Purchase Price paid by any such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section paragraph 2(c) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement or otherwise.
Appears in 1 contract
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information)Holder, or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section paragraph 3(j) below, is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the a Registration Deadline) equal to ¾ of one percent (0.751%) of the aggregate Purchase Price paid by such Holder for such Unit Shares Holder’s Debenture and Warrants for each thirty (30) day period (but not pro rated for partial periods) or part thereof in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section paragraph 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(cparagraph 2(d) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Debentures, or otherwise.
Appears in 1 contract
Samples: Registration Rights Agreement (Verso Technologies Inc)
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a the Registration Statement has been declared effective by the Commission, other than during an Allowed Delay, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information), or (iii) other than during an Allowed Delay, an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) below, this Agreement is not filed on or before the date as required by such section hereunder (each of the events described in the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one and one-half percent (0.751.5%) of the aggregate Purchase Price paid by such Holder for such Unit Shares Holder’s Registrable Securities for each thirty (30) day period (but not pro rated for partial periods) or part thereof in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment shall be paid exclusively with respect to the Shares only, and for the avoidance of doubt, not with respect to the Warrant Shares or any shares of Common Stock issuable pursuant to the terms of the Warrants. Each such payment shall be required to be made under this Section 2(c2(d) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement or otherwise.
Appears in 1 contract
Samples: Registration Rights Agreement (Lipid Sciences Inc/)
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a the Registration Statement has been declared effective by the Commission, other than during an Allowed Delay, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required to be provide regarding the Company’s annual financial information), or (iii) other than during an Allowed Delay, an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j) below, this Agreement is not filed on or before the date as required by such section hereunder (each of the events described in the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one and one half percent (0.751.5%) of the aggregate Purchase Price paid by such Holder for such Unit Shares Holder’s Registrable Securities for each thirty (30) day period (but not pro pro-rated for partial 30-day periods) in which a Registration Default exists, but up to a maximum payment of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each thirty (30) day period (but not pro rated for partial periods). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment shall be paid exclusively with respect to the Shares only, and for the avoidance of doubt, not with respect to the Warrant Shares or any shares of Common Stock issuable pursuant to the terms of the Warrants. Each such payment shall be required to be made under this Section 2(c2(d) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable law. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Stock Purchase Agreement or otherwise.
Appears in 1 contract
Samples: Registration Rights Agreement (Lipid Sciences Inc/)
Registration Default. If (iA) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (iiB) after a the Registration Statement has been declared effective by the CommissionCommission and during a period in which an Allowed Delay is not in effect, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)), (C) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information required Common Stock ceases to be provide regarding quoted on the Company’s annual financial information)Nasdaq OTC Bulletin Board unless such Common Stock is listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, or (iiiD) an amendment or supplement to a the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(j4(k) below, below is not filed on or before the date required by such section Section 4(k), (each of the foregoing clauses (iA), (iiB), (C) and (iiiD) being referred to herein as a “Registration Default”), the Company shall make cash payments to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) of the aggregate Purchase Price paid by such Holder for such Unit Shares $213,375 for each thirty (30) day period (but not pro rated for partial periods) in which a Registration Default exists, but up to a maximum payment exists (prorated for any period of 5% of the aggregate Purchase Price paid by such Holder for such Unit Shares for each less than thirty (30) day period (but not pro rated for partial periodsdays). Notwithstanding any provision of this Agreement to the contrary, the Company shall be permitted to suspend the Registration Statement for one or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Company. Each such payment required to be made under this Section 2(c) shall be made within ten five (105) Business Days following the last day of each the calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable lawoccurs. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Debentures or otherwise.
Appears in 1 contract
Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a the Registration Statement has been declared effective by the Commission, sales of Registrable Securities cannot be made by a Holder under the Registration Statement for any reason not within the exclusive control of such Holder (other than such Registrable Securities as are then freely saleable pursuant to Rule 144144(k)); provided, that the failure of the Registration Statement on Form S-3 filed pursuant to Section 2(a) canto remain effective after the two (2) year anniversary of its initial effective date thereof if at such time all of the Conversion Shares issued or issuable upon conversion of the Preferred Shares are freely saleable pursuant to Rule 144(k), shall not be made by a Holder under deemed to be a Registration Statement Default hereunder, (iii) the Common Stock ceases to be listed on the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange, (iv) the Company fails to submit a request for any reason not acceleration within the exclusive control of such Holder (except during the period that the Company is updating a Registration Statement due to information time frames required to be provide regarding the Company’s annual financial information)hereby, or (iiiv) an amendment or supplement to a the Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(jparagraph 3(k) below, below is not filed on or before the date required by such section paragraph (each of the foregoing clauses (i), (ii), (iii), (iv) and (iiiv) being referred to herein as a “Registration Default”"REGISTRATION DEFAULT"), the Company shall make a cash payments payment to each Holder who provides to the Company reasonable written evidence of its ownership of Registrable Securities at the time of each such Registration Default (including the number of Registrable Securities held by such Holder as of each such date) equal to such Holder’s pro rata share (based on the aggregate number of Registrable Securities then held by or issuable to such Holder as of the occurrence of the Registration Deadline) equal to ¾ of one percent (0.75%) of the aggregate Purchase Price paid by such Holder for such Unit Shares , for each thirty (30) day period (but not pro rated for partial periods) or part thereof in which a Registration Default exists, but up equal to a maximum payment the product of 5% (A) the Per Share Default Payment Amount times (B) the sum of (I) the aggregate Purchase Price paid number of Conversion Shares into which the Preferred Shares then held by such Holder for such Unit are convertible at the Conversion Price then in effect plus (II) the number of Warrant Shares for which the Investor Warrant then held by such Holder are exercisable at the Exercise Price then in effect, in each thirty (30) day period (but not pro rated for partial periods). Notwithstanding case without regard to any provision limitation on such conversion or exercise contained in the Articles of this Agreement to the contraryAmendment, the Company shall be permitted to suspend the Registration Statement for one Investor Warrant or more periods (provided that the aggregate length of such suspension shall not exceed ten (10) consecutive Business Days or an aggregate of twenty (20) Business Days in any 365 day period, with at least thirty (30) calendar days between each such suspension) the actions required under Section 2(a) of this Agreement to the extent that the Board of Directors of the Company concludes reasonably and in good faith that the disclosure of information in the prospectus is not in the best interest of the Companyother Transaction Documents. Each such payment required to be made under this Section 2(c) shall be made within ten five (105) Business Days following the last day of each calendar month in which a Registration Default exists; provided that the Holder has provided written evidence of its ownership as specified above. Any such payment made following such ten (10) Business Day window shall be subject to interest at the lower of ten percent (10%) and the maximum rate permitted by applicable lawexisted. Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof, the Subscription Agreements Securities Purchase Agreement, the Articles of Amendment, or otherwise. Notwithstanding the foregoing, a Registration Default under clauses (ii), (iii) or (v) shall not be deemed to be a Fundamental Change (under and as defined in the Articles of Amendment) giving rise to a Mandatory Redemption right under the Articles of Amendment provided the Company has used its best efforts to prevent the occurrence of such Registration Default and continues after the occurrence thereof to use its best efforts to cure such Registration Default.
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