Holder Delay definition

Holder Delay means any period for which the Registration Statement is not effective or sales of Registrable Securities may not be made solely attributable to changes required by the Holders in the Registration Statement after the Registration Statement has been declared effective by the SEC with respect to information required by this Agreement to be provided to the Company by such Holders for purposes of inclusion in the Registration Statement, with respect to changes in the plan of distribution or the failure of the Holders to conduct their review of the Registration Statement pursuant to Section 3(c) of this Agreement within five (5) days of their receipt of the Registration Statement.
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Holder Delay shall have the meaning set forth in Section 3(a).
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Holder Delay means any delay which results in the failure by the Company to deliver Common Shares in accordance with Section 3(c) which is caused by any action or inaction on the part of the Holder (including, without limitation, any failure to adequately provide any “know your client”, anti-money laundering or other similar customary documentation required by the Transfer Agent.
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Examples of Holder Delay in a sentence

  • Each Delay Payment triggered by an Interfering Event provided for in the foregoing paragraphs (ii) through (iv) shall be in addition to each other Delay Payment triggered by another Interfering Event; provided, however, that in no event shall the Company be obligated to pay to any Holder Delay Payments in an aggregate amount greater than one Delay Payment for any 30-day period (or portion thereof).

  • Notwithstanding Section 2(d) above, in the event any Holder causes a delay in the filing of a Registration Statement (“Holder Delay”), any occurrence of an Event as a result of a Holder Delay will result in the tolling of the Company’s obligation to pay partially liquidated damages to such Holder (but not with respect to any other Holder) as required under Section 2(d) until such Holder Delay is cured.

  • Each Delay Payment triggered by an Interfering Event provided for in the foregoing paragraphs (ii) through (v) shall be in addition to each other Delay Payment triggered by another Interfering Event; PROVIDED, however, that in no event shall the Company be obligated to pay to any Holder Delay Payments in an aggregate amount greater than one Delay Payment for any 30-day period (or portion thereof).

  • Notwithstanding any other provision herein, the Company shall have no liability hereunder to any Holder whose actions or inactions have caused, directly or indirectly, a Holder Delay.

  • Each Delay Payment triggered ------------------- by an Interfering Event provided for in the foregoing paragraphs (ii) through (v) shall be in addition to each other Delay Payment triggered by another Interfering Event; provided, however, that in no event shall the Company be -------- obligated to pay to any Holder Delay Payments in an aggregate amount greater than one Delay Payment for any 30-day period (or portion thereof).


More Definitions of Holder Delay

Holder Delay means any failure of the Company to cause the Registration Statement to be filed with the Commission by the Filing Date or declared effective by the Commission by the Registration Deadline in the event such failure is caused, directly or indirectly, by or arises, directly or indirectly, from the action or inaction of any Holder, including any Holder’s failure to comply with its obligation pursuant to Section 5(b) hereof.
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Related to Holder Delay

  • Allowed Delay has the meaning set forth in Section 2(c)(ii).

  • Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30) days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC within twenty five (25) days of the date that such SEC comments are received by the Company.

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Delay Event means any event set out at Clause 5.19.4 [Delay Events].

  • Non-Delay Certificates As specified in the Preliminary Statement.

  • Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Public Information Failure Payments shall have the meaning ascribed to such term in Section 4.3(b).

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Additional Required Registration Amount means any Cutback Shares not previously included on a Registration Statement, all subject to adjustment as provided in Section 2(f).

  • Delisting Event means any time during the term of this Investment Agreement, that the Company's Common Stock is not listed for and actively trading on the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the American Stock Exchange, or the New York Stock Exchange or is suspended or delisted with respect to the trading of the shares of Common Stock on such market or exchange.

  • Listing Failure Event means that:

  • Vesting Event means the earliest to occur of the following events:

  • Tenant Delay Any event or occurrence that delays the completion of the Landlord Work which is caused by or is described as follows:

  • Event Date shall have the meaning set forth in Section 2(d).

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Public Information Failure shall have the meaning ascribed to such term in Section 4.3(b).

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Initial Required Registration Amount means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule 415.

  • ii) Event means any event described in Section 11(a)(ii) hereof.