Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day after the Closing Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period following the 60th date after such 90th day, that shall accrue daily, for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, that the aggregate amount of Liquidated Damages payable by the Partnership per Purchased Unit may not exceed 5.0% of the Common Unit Price. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average closing price of the Common Units on the NYSE for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount to such average closing price of 2.00%. The payment of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) the Purchased Units of such Holder becoming eligible for resale without restriction under any section of Rule 144 (or any similar provision then i...
Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 90 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 90th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other market on which the Registrable Securities are then listed and traded) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average price of the Common Units on the NYSE (or such other market on which the Registrable Securities are then listed and traded) over the consecutive ten (10) trading day period ending on the close of trading on the trading day immediately preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any p...
Failure to Go Effective. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline or Additional Filing Deadline, respectively, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to the Liquidated Damages Amount for each 30-day period or pro rata for any portion thereof following such date for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to within 150 (one-hundred fifty) days after the date of filing such Registration Statement or Additional Registration Statement, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to the Liquidated Damages Amount for each 30-day period or pro rata for any portion thereof following the such date for which no Registration Statement is declared effective with respect to the Registrable Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any act or omission of the Holder in furnishing information needed to register the shares. Notwithstanding the preceding, in no event shall the aggregate amount of liquidated damages pursuant to this Section 2.10 exceed five times the Liquidated Damages Amount (for purposes of this cap, such Liquidated Damages Amount shall equal the first full 30-day period of liquidated damages paid and/or owed to Holders).
Failure to Go Effective. If the Initial Registration Statement -------------------------- required by Section 2.01 is not declared effective within 150 days after the ------------- Initial Registration Statement Filing Date, then the Holder shall be entitled to Liquidated Damages with respect to the Note Shares registered thereon, held by the Holder and not then included in an effective Piggyback Registration Statement for the period beginning on the 150th day after the Initial Registration Statement Filing Date and lasting to but excluding the day the Initial Registration Statement is declared effective.
Failure to Go Effective. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to Required Filing Date or Additional Filing Deadline, respectively, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to the Liquidated Damages Amount for each 30-day period or pro rata for any portion thereof following such date for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any act or omission of the Holder in furnishing information needed to register the shares. Notwithstanding the preceding, in no event shall the aggregate amount of liquidated damages pursuant to this Section 2.10 exceed nine times the purchase price of the Shares.
Failure to Go Effective. (A) If the Registration Statement required by Section 2.01(a)(i) is not effective by the Target Effective Date, then each Titan Unitholder shall be entitled to a payment with respect to such Titan Unitholder’s Registrable Securities, as liquidated damages and not as a penalty, of 0.50% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the Target Effective Date, increasing by an additional 0.50% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 days, up to a maximum of 2.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten Business Days of the end of each such 30-day period. Liquidated Damages for any period of less than 30-days shall be prorated by multiplying Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which Liquidated Damages are owed, and the denominator of which is 30.
(B) Any Liquidated Damages payable under Section 2.01(a)(ii)(A) or Section 2.01(c) shall be paid to each Titan Unitholder in cash or immediately available funds; provided, however, if Atlas certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under any of Atlas’s or Atlas’s Subsidiaries’ credit facilities or other indebtedness filed as exhibits to the Atlas SEC Documents, then Atlas may pay the Liquidated Damages in kind in the form of the issuance of additional Atlas Common Units. Upon any issuance of Atlas Common Units as Liquidated Damages, Atlas shall promptly prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Atlas Common Units as additional Registrable Securities. The determination of the number of Atlas Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the Common Unit Price as of the date on which the Liquidated Damages payment is due, less a discount of 2%. Any obligation of Atlas to pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Titan Unitholder shall cease one year after the date on which the Registration Statement becomes effective.
(C) As soon as practicable following the date that the Registration Statement or any post-effective amendment thereto becomes effective, but in any...
Failure to Go Effective. If the Shelf Registration Statement required by Section 2.01 is not declared effective within 180 days after Closing, then each Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Purchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 60 days following the 180th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, the aggregate amount of Liquidated Damages payable by the Partnership under this Agreement to each Purchaser shall not exceed 10% of the Liquidated Damages Multiplier with respect to such Purchaser. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Purchaser in immediately available funds. The payment of the Liquidated Damages to a Purchaser shall cease at such time as the Purchased Units of such Purchaser become eligible for resale under Rule 144(k) under the Securities Act. As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any event within three Business Days of such date, the Partnership shall provide the Purchasers with written notice of the effectiveness of the Shelf Registration Statement.
Failure to Go Effective. If the Registration Statement required by Section 2.01(a) is not declared effective within 120 days after the Conversion Date, then each Holder shall be entitled to a payment (with respect to the Purchased Units of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for the first 60 days following the 120th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, that shall accrue daily, for each subsequent 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”); provided, however, the aggregate amount of Liquidated Damages payable by the Partnership under this Agreement to each Holder shall not exceed
Failure to Go Effective. (a) In the event the Registration Statement has not gone effective on or prior to the 90th calendar day following the date on which the Registration Statement, as amended, is filed with the Securities and Exchange Commission or if the Registration Statement has gone effective on any date thereafter on which during the Applicable Period, with the allowance for and after the passage of a 60-day cure period pursuant to which Empyrean shall have had the opportunity to make the Registration Statement effective within such Applicable Period, the Registration Statement is no longer effective (the "Default Date"), then:
(i) on the 30th business day following such Default Date, Empyrean shall issue to IBC 100,000 shares of Empyrean's common stock; and
(ii) on every successive 30-day anniversary of the Default Date, in the event the Registration Statement is not effective on such anniversary date, Empyrean shall issue to IBC 100,000 shares of Empyrean Common Stock.
(b) Following the Default Date and until the Registration Statement shall have gone effective, Empyrean agrees to indemnify IBC, in the manner hereafter provided, for any loss on the Sale of Indemnified Shares. For purposes of this Section 7.8 (b):
Failure to Go Effective. If the Shelf Registration Statement required by this Section 2.01 is not declared effective within 150 days after the Closing Date, then each Purchaser shall be entitled to a payment (with respect to each of such Purchaser’s Purchased Units), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 60 days following the 150th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”).
