Registration Penalties Clause Samples
The Registration Penalties clause establishes consequences for failing to properly register as required under the agreement or applicable law. Typically, this clause outlines specific fines, fees, or other sanctions that may be imposed if a party does not complete necessary registrations, such as with government agencies or regulatory bodies, within a set timeframe. Its core practical function is to incentivize timely compliance with registration obligations and to mitigate risks associated with unregistered activities, thereby ensuring all parties meet legal and contractual requirements.
Registration Penalties. If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, or (ii) the Initial Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date (either such failure or breach being referred to as an “Event,” and the date on which such Event occurs being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: on each such Event Date, and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to one percent (1.0%) of the aggregate investment amount paid by such Holder for Securities pursuant to the Purchase Agreement, up to a maximum of ten percent (10%) of such aggregate investment amount. Liquidated damages payable by the Company pursuant to this Section 2 shall be payable within ten (10) Business Days of an Event Date and the first (1st) Trading Day of each thirty (30) day period following an Event Date. The parties agree that the Company shall not be liable for liquidated damages under this Agreement with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement by the Commission as contemplated by Section 2(e) hereof.
Registration Penalties. (a) If:
(i) the Shelf Registration Statement is not filed, or on file, with the Commission prior to or on the Shelf Filing Deadline;
(ii) the Shelf Registration Statement has not become effective, or a previously effective Shelf Registration Statement has not been made available, prior to or on the Effectiveness Target Date;
(iii) the Company has failed to perform its obligations set forth in Section 2(g) within the time periods required therein;
(iv) any post-effective amendment to a Shelf Registration filed pursuant to Section 2(g)(i) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date;
(v) except as provided in Section 4(b)(ii) hereof, the Shelf Registration Statement is filed and has become effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable by the Holders for its intended purpose for more than 10 Business Days (whether or not consecutive);
(vi) except as a result of the Excluded Events, the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Business Days (which need not be consecutive Business Days) during the Effectiveness Period;
(vii) during the Effectiveness Period, except as a result of the Excluded Events, the Company fails to have any Shares listed or quoted on an Eligible Market; or
(viii) Suspension Periods (as defined below) exceed an aggregate of 60 days in any 360-day period; (each such event referred to in foregoing clauses (i) through (viii), a “Registration Default”), the Company hereby agrees to pay to each Holder cash penalties (the “Registration Penalties”) with respect to their Transfer Restricted Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, at the rate of (x) 0.25% per annum of the aggregate purchase price of the Shares held by such Holder to and including the ninetieth day following such Registration Default and (y) 0.50% per annum of the aggregate purchase price of the Shares held by such Holder from and including the ninety-first day following such Registration Default. For the purposes of this Section 3, the purchase price for each share of Preferred Stock shall be $1,000 per share and the purchase price for each share of Common Stock shall be $6.6...