Effect of Late Registration. If the Registration Statement related to a Holder’s Registrable Securities has not been filed by the Required Filing Date or has not been declared effective by the Required Effective Date related to such Holder, then the Company will make a payment to such Holder for either such delay (each a “Late Registration Payment”). Each Late Registration Payment will be equal to 3% of the Purchaser Investment for the first 30 business days after the Required Filing Date or Required Effective Date, as the case may be, and 3% of such Purchaser Investment for each period of 30 business days thereafter (but no business day taken into account for purposes of determining whether any payment is due under Section 2(c)(i) shall be taken into account for purposes of determining whether any payment is due under this Section 2(c)(ii) or the amount of such payment). The Company shall have the option, in its sole discretion, to pay the Late Registration Payment for each of the first three months with additional shares of Common Stock, with the price of each such additional share of Common Stock to be deemed equal to average closing price per share of the Company’s Common Stock as quoted on the OTCBB for each such 30 business day period, or portion thereof. In no event shall payment pursuant to this Section exceed 30% in the aggregate of the Purchaser Investment for the entire registration period (as described in Section 5). The Late Registration Payments will be prorated on a daily basis during the 30-business day period and will be paid to the Holders within ten business days following the end of each 30-business day period as to which payment is due hereunder, provided that the respective Holder delivered to the Company at least two business days prior thereto information with respect to the number of Common Shares and Warrants not previously sold by such Holder (together with reasonable supporting documentation). The Holders may make a claim for additional damages as a remedy for the Company’s failure to comply with the timelines set forth in this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Nothing contained in the preceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement. Notwithstanding the foregoing, if the Holders are no longer entitled to receive Late Registration Payments as a result of the above-described p...
Effect of Late Registration. If the Registration Statement has not been declared effective by the Required Effective Date, then the Company will make cash payments to each Investor as partial compensation for such delay (the "LATE REGISTRATION PAYMENTS"). The Late Registration Payments will be equal to 1% of the purchase price paid for the Common Shares purchased by such Investor and not previously sold by such Investor for the first 30 days after the Required Effective Date. The Late Registration Payments will be paid to the Initial Investors in cash within five business days after the earlier of (i) the end of the 30-day period following the Required Effective Date or (ii) the effective date of the Registration Statement. Nothing herein limits any Investor's right to pursue actual damages for the Company's failure to file a Registration Statement or to have it declared effective by the SEC on or prior to the Required Effective Date in accordance with the terms of this Agreement.
Effect of Late Registration. If the Registration Statement has not been declared effective by the Required Effective Date, then the Company will make a payment to each Investor for such delay (each a "Late Registration Payment"). Each Late Registration Payment will be equal to 1% of the purchase price paid for the Common Shares purchased by such Investor and not previously sold by such Investor for each 30 business days after the Required Effective Date (but no day taken into account for purposes of determining whether any payment is due under Section 2.3 or the amount of such payment shall be taken into account for purposes of determining whether any payment is due under this Section 2.4 or the amount of such payment). The Late Registration Payments will be prorated on a daily basis during the 30-business day period and will be paid to the Initial Investors by check within five business days following the end of each month as to which payment is due hereunder, assuming that the respective Investor delivered to the Company at least two business days prior thereto information with respect to the number of Common Shares not previously sold by such Investor (together with reasonable supporting documentation). The Investors may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any such damages exist or may exist. Notwithstanding the foregoing, if the Company has used its reasonable best efforts to avoid circumstances as a result of which the Registration Statement has not been declared effective by the Required Effective Date, then the damages described above shall be the Investors' sole and exclusive remedy for damages arising out of such circumstances. Nothing contained in the preceding sentence shall be read to limit the ability of the Investors to seek specific performance of this Agreement.
Effect of Late Registration. If the Registration Statement has not been declared effective by the Required Effective Date, then the Company will make a payment (by wire transfer or check) to each Investor as partial compensation for such delay (the "Late Registration Payments"). The Late Registration Payments will be equal to 1% of the purchase price paid for the Common Shares purchased by such Investor and not previously sold by such Investor for each 30 business days after the Required Effective Date (but in no event to exceed 12% in the aggregate). The Late Registration Payments will be prorated on a daily basis during the 30 business day period and will be paid to the Initial Investors by check within five business days after the earlier of (i) the end of the 30 business days following the Required Effective Date or (ii) the effective date of the Registration Statement.
Effect of Late Registration. If the Registration Statement has not been declared effective by the Required Effective Date, then the Company will make a payment (by wire transfer or check) to each Investor as partial compensation for such delay (the "Late Registration Payments"). The Late Registration Payments will be equal to 1% of the purchase price paid for the Common Shares purchased by such Investor and not previously sold by such Investor for each 30 business days after the Required Effective Date (but in no event to exceed 8% in the aggregate). The Late Registration Payments will be prorated on a daily basis during the 30 business day period and will be paid to the Initial Investors in check within five business days after the earlier of (i) the end of the 30 business days following the Required Effective Date or (ii) the effective date of the Registration Statement. The Investors may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in this section. Notwithstanding the foregoing, in the event the Company's failure to comply with the timelines set forth in this section is unintentional, the damages described above shall be the Investors' sole and exclusive remedy for such failure (it being understood that a failure to comply with the timelines set forth in this section as a result of comments raised by the SEC in its review of the Registration Statement shall be deemed unintentional).
Effect of Late Registration. If the Registration Statement required pursuant to Section 2.1 above has not been declared effective by the Required Effective Date, or the Registration Statement required pursuant to Section 2.7 below has not been declared effective by the Required Demand Effective Date (as defined below), due solely to the fault of the Company, which includes, without limitation, the inability of the Company to utilize a particular registration statement form that would provide for a shorter time to effectiveness, the failure by the Company to file its reports required under the Exchange Act and the Company's failure to fulfill its obligations under Section 2.1(a) and Section 2.2(b), or 2.7(a) and 2.8(b), respectively (the "Effectiveness Failure"), then the Company shall pay to each Investor, on each day of such Effectiveness Failure, an amount equal to the product of (i) such Investor's Outstanding Principal Amount and (ii) the quotient obtained by dividing 10% by 360 (the "Late Effectiveness Payments"). The Late Effectiveness Payments will be paid to the Investors by wire transfer or check within five business days after the earlier of (i) the end of each month following the Required Effective Date, or the Required Demand Effective Date, as the case may be, or (ii) the effective date of the Registration Statement required pursuant to Section 2.1 or 2.7, as the case may be. Nothing herein limits any Investor's right to pursue actual damages for the Company's failure to file a Registration Statement or to have it declared effective by the SEC on or prior to the Required Effective Date or Required Demand Effective Date in accordance with the terms of this Agreement.
Effect of Late Registration. If the Registration Statement has not been declared effective by the Required Effective Date, then the Company will make a cash payment to each Investor as damages for such delay (the "LATE REGISTRATION PAYMENT"). The Late Registration Payment will be equal to 1% of the purchase price paid for the Common Shares purchased by such Investor at the Closing and which remain in the possession of such Investor at the time any penalty accrues for each 30-day period after the expiration of the Required Effective Date that such Registration Statement has not been declared effective (such payments to be prorated on a daily basis for partial periods in excess of 30 days with the understanding that the Company shall have one 30-day grace period for Permissible Delays before any penalty payment begins to accrue). A Permissible Delay is defined as a delay caused by the Company after, in its reasonable judgement after consultation with counsel, it believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the Registration Statement could result in a violation of the Securities Act, the Exchange Act or any provision of any state securities law and the disclosure of which would be detrimental to the Company.
Effect of Late Registration. If any Registration Statement has not been filed by the Required Filing Date or declared effective by the Required Effective Date other than by reason of the operation of Section 2(b), then the Company will make a payment to each Holder as liquidated damages for such delay (each a “Late Registration Payment”). Each Late Registration Payment will be equal to 1.5% of the purchase price paid for (i) the Bridge Notes then held by the Holder and not previously converted into Shares and sold by the Holder and (ii) Shares obtained upon conversion of the Bridge Notes and exercise of the
Effect of Late Registration. If the Registration Statement has not been declared effective by the Required Effective Date, then the Company will make a payment (by wire transfer or check) to each Investor as partial compensation for such delay (the "LATE REGISTRATION PAYMENTS"). The Late Registration Payments will be equal to 1% of the purchase price paid for the Common Shares purchased by such Investor and not previously sold by such Investor for each 30 business days after the Required Effective Date (but in no event to exceed 8% in the aggregate). The Late Registration Payments will be prorated on a daily basis during the 30 business day period and will be paid to the Initial Investors in check within five business days after the earlier of (i) the end of the 30 business days following the Required Effective Date or (ii) the effective date of the Registration Statement. The Investors may make a claim for additional damages as a remedy for the Company's failure to comply with the timelines set forth in this section. Notwithstanding the foregoing, in the event the Company's failure to comply with the timelines set forth in this section is unintentional, the damages described above shall be the Investors' sole and exclusive remedy for such failure (it being understood that a failure to comply with the timelines set forth in this section as a result of comments raised by the SEC in its review of the Registration Statement shall be deemed unintentional).
Effect of Late Registration. If the Registration Statement required pursuant to Section 2.1 above has not been declared effective by the Required Effective Date, then the Company will make a payment (by wire transfer or check) to each Investor as compensation for such delay (the "Late Registration Payments"). The Late Registration Payments will be equal to 1% of the Outstanding Principal Amount for the first month after the Required Effective Date, and 2% of the Outstanding Principal Amount for each month thereafter, continuing through the date on which the Registration Statement is declared effective by the SEC. The Late Registration Payments will be prorated on a daily basis for partial months and will be paid to the Investors by wire transfer or check within five business days after the earlier of (i) the end of each month following the Required Effective Date or (ii) the effective date of the Registration Statement. Each Investor agrees and acknowledges that the sums payable by the Company hereunder represent a reasonable estimate of the Investor's damages hereunder and that Investor shall be entitled to such sum as liquidated damages, which shall be Investor's sole and exclusive remedy for monetary damages. Nothing herein limits any Investor's right to exercise such Investor's equitable remedies to cause the Company to file a Registration Statement or to have it declared effective by the SEC on or prior to the Required Effective Date in accordance with the terms of this Agreement.
