Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the "Registration Statement") for resale of the Common Stock and the Warrant Shares (the "Registrable Securities") and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company's expense (the "Effectiveness Period"). The Company shall file such Registration Statement no later than forty five (45) days after the Closing Date (the "Registration Filing Date"), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company's failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Units sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber's sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.
Appears in 2 contracts
Samples: Merger Agreement (Ironclad Performance Wear Corp), Subscription Agreement (Ironclad Performance Wear Corp)
Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the "“Registration Statement"”) for resale of the Common Stock Shares, all shares held by the shareholders of the Company immediately prior to the Close, and those shares held by certain designees of the Warrant Shares shareholder of KGE (the "“Registrable Securities"”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company's ’s expense (the "“Effectiveness Period"”). The Company shall file such Registration Statement no later than forty five thirty (4530) days after the Closing Date (the "“Registration Filing Date"”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company's ’s failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Units Shares sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber's ’s sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1.
Appears in 2 contracts
Samples: Subscription Agreement (SRKP 1 Inc), Subscription Agreement (China Architectural Engineering, Inc.)
Registration Requirement. Subject to the terms and limitations hereof, the Company shall file a registration statement on Form SB-2 or other appropriate registration document under the Act (the "“Registration Statement"”) for resale of the Common Stock and underlying the Warrant Shares Shares, all shares held by the shareholders of the Company, excluding shares held by the Westpark Affiliates, immediately prior to the Close (the "“Registrable Securities"”) and shall use its reasonable best efforts to maintain the Registration Statement effective for a period of twenty-four (24) months at the Company's ’s expense (the "“Effectiveness Period"”). The Company shall file such Registration Statement no later than forty five thirty (4530) days after the Closing Date (the "“Registration Filing Date"”), and shall use reasonable best efforts to cause such Registration Statement to become effective within one hundred and fifty (150) days after the Closing Date, or one hundred eighty (180) days after the Closing Date if the Registration Statement is subject to a full review by the SEC. Subject to the conditions and limitations hereof, including the limitations set forth in Section 4.2, the Company's ’s failure to satisfy the obligations specified in the immediately preceding sentence shall require the Company to make a cash payment, as liquidated damages, to the Subscriber of 0.0333% of the Purchase Price of the Units Shares sold to the Subscriber under this Subscription Agreement for each business day of such failure. For the avoidance of doubt, any right to receive such cash payment shall be Subscriber's ’s sole and exclusive remedy for the failure of the Company to satisfy the obligations under this Section 4.1. All shares which are beneficially owned by Westpark Affiliates will be included in a subsequent registration statement filed by the Company within ten (10) days after the end of the six-month period that immediately follows the date on which the Company files the registration statement to register the Shares.
Appears in 1 contract