Termination of Investment Obligation Sample Clauses
Termination of Investment Obligation. The obligation of Investor pursuant to this Agreement to purchase shares of Common Stock shall terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (a) there shall occur any stop order or suspension of the effectiveness of any Registration Statement for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason other than deferrals or suspension during a Blackout Period in accordance with the Registration Rights Agreement, as a result of corporate developments subsequent to the Subscription Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act, or (b) the Company shall at any time fail to comply with the requirements of Section 6.3, 6.4, or 6.6 and such failure shall continue for more than thirty (30) days.
Termination of Investment Obligation. The obligation of the Investor to purchase shares of Common Stock shall terminate permanently (including with respect to a Put Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for a consecutive ten day calendar period or for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason, or (ii) the Company shall at any time fail to comply with the requirements of Section 5.2, 5.3, 5.4, 5.5 or 5.6.
Termination of Investment Obligation. The obligation of the Investors to purchase Put Shares shall terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of twenty (20) Trading Days during the Commitment Period, for any reason other than deferrals or suspensions in accordance with the Registration Rights Agreement as a result of corporate developments subsequent to the Subscription Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act, or (ii) the Company shall at any time fail to comply with the requirements of Article VI below.
Termination of Investment Obligation. The obligation of the Investor to purchase shares of Common Stock shall terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop trade order by the SEC or Principal Market or suspension by the SEC of the effectiveness of the Registration Statement for a consecutive five day calendar period or for an aggregate of twenty (20) Trading Days during the Commitment Period, for any reason, or (ii) the Company shall at any time fail to comply with the requirements of Article VI hereof, without regard to any cure period or written notice to cure which may be permitted or required.
Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock shall terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason other than deferrals or suspensions in accordance with the Registration Rights Agreement as a result of corporate developments subsequent to the Effective Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act or (ii) the Company shall at any time fail to comply with the requirements of Section 6.2, 6.3 or 6.5.
(b) The obligation of the Company to sell Put Shares to the Investor shall terminate if the Investor fails to honor any Put Notice within two (2) Trading Days of the Closing Date scheduled for such Put, or otherwise becomes in breach of any material representation, warranty, covenant or other obligation under this Agreement including, without limitation, all exhibits attached hereto, and the Company notifies Investor of such termination. Upon such termination, the Company shall maintain the Registration Statement in effect for such reasonable period, not to exceed forty-five (45) days, as the Investor may request in order to dispose of any remaining Put Shares. Such termination shall be the Company's sole remedy for the Investor's failure to honor a Put. However, if Investor fails to honor any Put Notice within two (2) Trading Days of such Closing Date, and the Company has notified Investor of such termination, Investor shall return a proportionate amount of the 5,000 shares of Common Stock and Warrants still held by the Investor delivered to Investor at the initial Closing if the aggregate amount of Put Shares which the Investor shall have purchased as of such termination has not exceeded $5,000,000. The amount of Common Stock and Warrants still held by the Investor to be returned to the Company shall be determined as follows:
(i) If the aggregate amount of Put Shares which Investor shall have purchased at such termination is less than $1,250,000, Investor shall return 5,000 shares of Common Stock all of the Warrants still held by the Investor;
(ii) If the aggregate amount of Put Shares which Investor shall have purchased at such termination is $1,250,000 o...
Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock shall terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason other than deferrals or suspensions in accordance with the Registration Rights Agreement as a result of corporate developments subsequent to the Effective Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act or (ii) the Company shall at any time fail to comply with the requirements of Section 6.2, 6.3 or 6.5 or (iii) the Registration Statement shall not have become effective by December 1, 2000.
(b) The obligation of the Company to sell Put Shares to the Investor shall terminate if the Investor fails to honor any Put Notice within two (2) Trading Days of the Closing Date scheduled for such Put, or otherwise becomes in breach of any material representation, warranty, covenant or other obligation under this Agreement including, without limitation, all exhibits attached hereto, and the Company notifies Investor of such termination. Upon such termination, the Company shall maintain the Registration Statement in effect for such reasonable period, not to exceed forty-five (45) days, as the Investor may request in order to dispose of any remaining Put Shares. Such termination shall be in addition to, and not exclusive of, any other remedy which the Company may have against the Investor for any such default, breach or violation of this Agreement, in law or at equity.
Termination of Investment Obligation. 7 Section 2.6 Blackout Shares.................................................... 7 Section 2.7 Liquidated Damages................................................. 8
Termination of Investment Obligation. This Agreement and the Investor's obligation to purchase shares of Common Stock hereunder shall automatically terminate (including with respect to any Put, notice of which has been given but the applicable Closing Date has not yet occurred) and the Investor may, at its sole discretion, terminate this Agreement in the event that (i) the Registration Statement is not effective within ninety (90) days following the date required therefor in the Registration Rights Agreement; (ii) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason other than deferrals or suspension during a Blackout Period in accordance with the Registration Rights Agreement, as a result of corporate developments subsequent to the Subscription Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act or (iii) the Company shall at any time fail to comply with the requirements of Section 6.3, 6.4, 6.5 or 6.
Termination of Investment Obligation. The obligation of the ------------------------------------ Investor to purchase shares of Common Stock shall terminate permanently (including with respect to any Put, when a Put Notice has been given, but the applicable Closing Date has not yet occurred) in the event that (i) the Registration Statement is not effective within ninety (90) days following the date required therefor in the Registration Rights Agreement, (ii) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason other than deferrals or suspension in accordance with Section 1.1(f) of the Registration Rights Agreement, as a result of corporate developments subsequent to the Subscription Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act or (iii) the Company shall at any time fail to comply with the requirements of Section 6.3, 6.4, 6.5 or 6.6; provided, however, that, in the event that the -------- ------- Registration Statement is not declared effective on or before the date required therefor in the Registration Rights Agreement solely due to the SEC's determination that the transactions contemplated hereby do not qualify for effective registration, then either party may, by five Business Days' prior written notice to the other party, terminate this Agreement and all of the rights and obligations of the parties hereunder.
Termination of Investment Obligation. 8 Section 2.5