Common use of Registration Default Clause in Contracts

Registration Default. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) is not (i) filed with the Commission by the Filing Deadline, or (ii) declared effective by the Commission by the Effectiveness Deadline (each of the Filing Deadline and Effectiveness Deadline, an “Initial Date”), then the Company shall make the payments to the Holders of the Registrable Securities as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement, and such amount shall be equal to 2.5% (the “Liquidated Damage Rate”) of the Purchase Price (as defined in the Subscription Agreement) for the period from the Initial Date to the first Computation Date, and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the “Periodic Amount”). The full Periodic Amount shall be paid by the Company to the Holders, pro rata, by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth above.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2 (d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission by within 90 days after the Filing Deadline, Closing Date or (ii) declared effective by the Commission by within 180 days after the Effectiveness Deadline Closing Date, or if the Commission notifies the Company that it will not review the Registration Statement and the Registration Statement is not declared effective not later than five business days thereafter (each any of the Filing Deadline and Effectiveness Deadlinewhich, without duplication, an “"Initial Date”"), then the Company shall make the payments to the Holders of the Registrable Securities Initial Investors as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders Initial Investors (pro rated on a daily basis) shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration StatementDate, and such amount shall be equal to 2.5% one percent (1%) (the “"Liquidated Damage Rate”") of the Purchase Price per share of Preferred Stock (as defined in the Subscription Securities Purchase Agreement) for the period from the Initial Date (the date the registration becomes effective or the date that the Commission notifies the Company that it will not review the Registration Statement) to the first Computation Date, and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (Date in the event of an Initial Date pursuant to clause late filing, and one percent (i1%) aboveof the purchase price per share of Preferred Stock for every thirty (30) or declared effective by (day period thereafter until the Registration Statement has been filed and in the event of an Initial Date pursuant to clause late effectiveness, one percent (ii1%) aboveof the purchase price per share of Preferred Stock for every thirty (30) day period thereafter until the Commission (the “Periodic Amount”)Registration Statement has been declared effective. The full Periodic Amount amount of liquidated damages shall be paid by the Company to the Holders, pro rata, Initial Investors by wire transfer of immediately available funds within three days after each Computation Date andDate. The Company may pay the liquidation damages in additional shares of Common Stock based upon the Market Price (so defined in the Certificate of Designations), as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means determined on the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth abovepayment.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2 (d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission by within 30 days after the Filing Deadline, Closing Date or (ii) declared effective by the Commission by within 90 days after the Effectiveness Deadline Closing Date, or if the Commission notifies the Company in writing that it will not review the Registration Statement and the Registration Statement is not declared effective not later than seven business days thereafter (each any of the Filing Deadline and Effectiveness Deadlinewhich, without duplication, an “"Initial Date”"), then the Company shall make the payments to the Holders of the Registrable Securities Initial Investors as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders Initial Investors (pro rated on a daily basis) shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration StatementDate, and such amount shall be equal to 2.5% two percent (2%) (the “"Liquidated Damage Rate”") of the Purchase Price per share of Preferred Stock (as defined in the Subscription Securities Purchase Agreement) for the period from the Initial Date to the first Computation Date, Date and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause late filing, three percent (i3%) aboveof the purchase price per share of Preferred Stock for every thirty (30) or declared effective by (day period thereafter until the Registration Statement has been filed and in the event of an Initial Date pursuant to clause late effectiveness, two percent (ii2%) aboveof the purchase price per share of Preferred Stock for every thirty (30) day period thereafter until the Commission (the “Periodic Amount”)Registration Statement has been declared effective. The full Periodic Amount amount of liquidated damages shall be paid by the Company to the Holders, pro rata, Initial Investors by wire transfer of immediately available funds within three days after each Computation Date andDate. The Company may pay the liquidation damages in additional shares of Common Stock based upon the Market Price (so defined in the Certificate of Designations), as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means determined on the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth abovepayment.

Registration Default. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) is not (i) filed with the Commission by the Filing Deadline, or (ii) declared effective by the Commission by the Effectiveness Deadline (each of the Filing Deadline and Effectiveness Deadline, an “"Initial Date”"), then the Company shall make the payments to the Holders of the Registrable Securities as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement, and such amount shall be equal to 2.51.0% (the “"Liquidated Damage Rate”") of the Purchase Price (as defined in the Subscription Agreement) for the period from the Initial Date to the first Computation Date, and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the “"Periodic Amount”"), not to exceed 6%. The full Periodic Amount shall be paid by the Company to the Holders, pro rata, by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “"Computation Date” " means the date which is 30 90 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 90 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth above.

Registration Default. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) is not (i) filed with the Commission by the Filing Deadline which shall be thirty days after the last Placement of Registrable Securities ("Filing Deadline") , or (ii) declared effective by the Commission by the Effectiveness Deadline within ninety (each of 90) days after the Filing Deadline and ("Effectiveness Deadline, an “Initial Date”"), then the Company shall make the payments to the Holders of the Registrable Securities as provided in the next sentence as liquidated damages and not as a penaltypenalty ("Damages") . The amount to be paid by the Company to the Holders shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement, and such amount shall be equal to 2.5% (the “"Liquidated Damage Rate”") of the Purchase Price (as defined in the Subscription Agreement) for the period from the Initial Effectiveness Date to the first Computation Date, and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Effectiveness Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the “"Periodic Amount”"). The full Periodic Amount shall be paid by the Company to the Holders, pro rata, by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used Not withstanding the foregoing, in this Section 2(b), “Computation Date” means the date which is 30 days after the Initial Date and, if the Registration Statement event that Stonegate or any other broker-dealer has failed to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default obtain NASD approval of the terms of this Appendix I, and transaction from the Holders shall be entitled to damages NASD as set forth abovein Section 3 (q) below by the Effectiveness Date, then no Damages shall be assessed against the Company.

Registration Default. (a) If the Registration Statement covering the Registrable Securities Shares required to be filed by the Company pursuant to Section 2(a) 1.1 is not for any reason (other than through the sole fault of one or more Purchaser(s) and/or the placement agent) either (i) filed with the Commission by on or prior to the Filing Deadline, Date Deadline or (ii) declared effective by the Commission SEC by the Effectiveness Effective Date Deadline or (each iii) if such effectiveness is not continuously maintained or the Registration is suspended (with the exception of a suspension as a result of the Filing Deadline and Effectiveness Deadlineoccurrence of such events as set forth in Sections 1.2.3, 1.2.4 or 2.2 or to correct a Purchaser Misstatement) (an “Initial DateUnexcused Suspension”), then the Company shall make the payments to the Holders of the Registrable Securities each Purchaser as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders a Purchaser as “liquidated damages” shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement), and such amount shall be equal to 2.51.5% (the “Liquidated Damage Rate”) of the Purchase Price (as defined in the such Purchaser’s Subscription Agreement) Price, for the period from (x) in the Initial case of a failure to file the Registration Statement by the Filing Date Deadline (a “Filing Failure”), the day immediately following the Filing Date Deadline to the first Computation DateDate with respect to a Filing Failure, and for each 30-day period of any subsequent after a Computation Dates Date with respect to a Filing Date Deadline to the next successive Computation Date thereafter, (y) in the case of a failure of the Registration Statement to be declared effective by the SEC by the Effective Date Deadline (an “Effectiveness Failure”) the period from the day immediately following the Effective Date Deadline to the first Computation Date with respective to an Effectiveness Failure and for each 30-day period after a Computation Date with respect to an Effectiveness Failure to the next successive Computation Date with respect to such Effectiveness Failure and (z) in the case of an Unexcused Suspension, the period from the first day of such Unexcused Suspension to the first Computation Date with respect to such Unexcused Suspension and for each 30-day period after a Computation Date with respect to such Unexcused Suspension to the next successive Computation Date with respect to such Unexcused Suspension. In each case, the liquidated damages shall be calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (the SEC or in the event case of an Initial Date pursuant to clause (ii) above) Unexcused Suspension, the Commission first date the Unexcused Suspension is no longer in effect (the “Periodic Amount”; provided, however that in no event will the Company be required to make payments of liquidated damages to any Purchaser pursuant to this Section 1.5 in excess of 12% of such Purchaser’s Subscription Price (the “Liquidated Damages Cap”). The full Periodic Amount shall be paid by the Company to the Holders, pro rata, by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth abovecash.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2 (d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission by within 90 days after the Filing Deadline, Closing Date or (ii) declared effective by the Commission by within 180 days after the Effectiveness Deadline Closing Date, or if the Commission notifies the Company that it will not review the Registration Statement and the Registration Statement is not declared effective not later than five business days thereafter (each any of the Filing Deadline and Effectiveness Deadlinewhich, without duplication, an “"Initial Date”"), then the Company shall make the payments to the Holders of the Registrable Securities Initial Investors as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders Initial Investors (pro rated on a daily basis) shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration StatementDate, and such amount shall be equal to 2.5% one percent (1%) (the “"Liquidated Damage Rate”") of the Purchase Price per share of Preferred Stock held by each investor (as defined in the Subscription Securities Purchase Agreement) for the period from the Initial Date (the date the registration becomes effective or the date that the Commission notifies the Company that it will not review the Registration Statement) to the first Computation Date, and for each 30-day period of any subsequent Computation Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (Date in the event of an Initial Date pursuant to clause late filing, and one percent (i1%) aboveof the purchase price per share of Preferred Stock for every thirty (30) or declared effective by (day period thereafter until the Registration Statement has been filed and in the event of an Initial Date pursuant to clause late effectiveness, one percent (ii1%) aboveof the purchase price per share of Preferred Stock for every thirty (30) day period thereafter until the Commission (the “Periodic Amount”)Registration Statement has been declared effective. The full Periodic Amount amount of liquidated damages shall be paid by the Company to the Holders, pro rata, Initial Investors by wire transfer of immediately available funds within three days after each Computation Date andDate. The Company may pay the liquidation damages in additional shares of Common Stock (must be free trading) based upon the Market Price (so defined in the Certificate of Designations), as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means determined on the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth abovepayment.

Registration Default. (a) If the Registration Statement covering the Registrable Securities Shares required to be filed by the Company pursuant to Section 2(a) 1.1 is not for any reason (other than through the sole fault of one or more Purchaser(s) and/or one or more placement agent(s)) either (i) filed with the Commission by on or prior to the Filing Deadline, Date Deadline or (ii) declared effective by the Commission SEC by the Effectiveness Effective Date Deadline or (each iii) if such effectiveness is not continuously maintained or the Registration is suspended (with the exception of a suspension as a result of the Filing Deadline and Effectiveness Deadlineoccurrence of such events as set forth in Sections 1.2.3, 1.2.4 or 2.2 or to correct a Purchaser Misstatement) (an “Initial DateUnexcused Suspension”), then the Company shall make the payments to the Holders of the Registrable Securities each Purchaser as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders a Purchaser as “liquidated damages” shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement), and such amount shall be equal to 2.51.5% (the “Liquidated Damage Rate”) of the Purchase Price (as defined in the such Purchaser’s Subscription Agreement) Price, for the period from (x) in the Initial case of a failure to file the Registration Statement by the Filing Date Deadline (a “Filing Failure”), the day immediately following the Filing Date Deadline to the first Computation DateDate with respect to a Filing Failure, and for each 30-day period of any subsequent after a Computation Dates Date with respect to a Filing Date Deadline to the next successive Computation Date thereafter, (y) in the case of a failure of the Registration Statement to be declared effective by the SEC by the Effective Date Deadline (an “Effectiveness Failure”) the period from the day immediately following the Effective Date Deadline to the first Computation Date with respective to an Effectiveness Failure and for each 30-day period after a Computation Date with respect to an Effectiveness Failure to the next successive Computation Date with respect to such Effectiveness Failure and (z) in the case of an Unexcused Suspension, the period from the first day of such Unexcused Suspension to the first Computation Date with respect to such Unexcused Suspension and for each 30-day period after a Computation Date with respect to such Unexcused Suspension to the next successive Computation Date with respect to such Unexcused Suspension. In each case, the liquidated damages shall be calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (the SEC or in the event case of an Initial Date pursuant to clause (ii) above) Unexcused Suspension, the Commission first date the Unexcused Suspension is no longer in effect (the “Periodic Amount”; provided, however that in no event will the Company be required to make payments of liquidated damages to any Purchaser pursuant to this Section 1.5 in excess of 18% of such Purchaser’s Subscription Price (the “Liquidated Damages Cap”). The full Periodic Amount shall be paid by the Company to the Holders, pro rata, by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth abovecash.

Registration Default. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) ), is not (i) filed with the Commission by within 75 days after the Filing Deadline, Closing Date or (ii) declared effective by the Commission by the Effectiveness Deadline on or before April 30, 2000 (each either of the Filing Deadline and Effectiveness Deadlinewhich, without duplication, an “Initial Date”"INITIAL DATE"), then the Company shall make the payments to the Holders of the Registrable Securities Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Holders Initial Investor shall be determined as of each Computation Date (as defined below) and, as applicable, the actual filing and effectiveness dates of the Registration Statement), and such amount shall be equal to 2.5to, in the case of clause (ii) above, 1% (the “Liquidated Damage Rate”) of the Purchase Price (as defined in the Subscription Securities Purchase Agreement) for the period from the Initial Date to the first Computation DateDate and, in the case of clause (i) above, from the Initial Date to the first Computation Date and for each 30-day period Computation Date thereafter and in the case of any subsequent clause (ii) above from the first Computation Dates Date to the next Computation Date and for each Computation Date thereafter, calculated 2% of the Purchase Price, calculated, in each case, on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the “Periodic Amount”)"PERIODIC AMOUNT") provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Registration Statement is not declared effective by the Commission within 210 days after the Initial Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 210th day after the Initial Date set forth in clause (ii) above that the Registration Statement is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Holders, pro rata, Initial Investor by wire transfer of immediately available funds within three days after each Computation Date and, as applicable, the actual filing and effectiveness dates of the Registration Statement. As used in this Section 2(b), “Computation Date” means the date which is 30 days after the Initial Date and, if the Registration Statement to be filed by the Company pursuant to Section 2(a) has not theretofore been filed with the Commission or declared effective by the Commission, as the case may be, each date which is 30 days after the previous Computation Date until such Registration Statement is so filed or declared effective, as the case may be. Notwithstanding the above, if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed with the Commission by the Filing Deadline, the Company shall be in default of the terms of this Appendix I, and the Holders shall be entitled to damages as set forth above.