Common use of ADJUSTMENT FOR RESTRICTED PERIODS Clause in Contracts

ADJUSTMENT FOR RESTRICTED PERIODS. In the event that (a) the Corporation fails to obtain effectiveness with the SEC of any Registration Statement required to be filed pursuant to the Registration Rights Agreement on or prior to the date on which such Registration Statement is required to become effective pursuant to the terms of the Registration Rights Agreement, or (b) any such Registration Statement, 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) otherwise cannot be made thereunder, whether by reason of the Corporation's failure or inability to amend or supplement the prospectus (the "PROSPECTUS") included therein in accordance with the Registration Rights Agreement or otherwise (including without, limitation, during an Allowed Delay (as defined in Section 3(f) of the Registration Rights Agreement), then, at the election of Holder, the Pricing Period shall be comprised of (x) in the case of an event described in clause (a), the thirty-five (35) Trading Days preceding the date on which such Registration Statement is required to become effective pursuant to the terms of the Registration Rights Agreement, plus all Trading Days through and including the third (3rd) Trading Day following the actual date of effectiveness of the Registration Statement and (y) in the case of an event described in clause (b), the thirty-five (35) Trading Days preceding the date on which Holder is first notified that sales may not be made under the Registration Statement, plus all Trading Days through and including the third (3rd) Trading Day following the date on which Holder is first notified that such sales may again be made under the Registration Statement. If Holder determines that sales may not be made pursuant to the Registration Statement (whether by reason of the Corporation's failure or inability to amend or supplement the Prospectus or otherwise) it shall so notify the Corporation in writing and, unless the Corporation provides such holder with a written opinion of the Corporation's counsel to the contrary, such determination shall be binding for purposes of this paragraph.

ADJUSTMENT FOR RESTRICTED PERIODS. In the event that (a1) the Corporation fails to obtain effectiveness with the SEC of any Registration Statement required to be filed pursuant to the Registration Rights Agreement on or prior to the date on which such Registration Statement is required to become effective pursuant to the terms Securities and Exchange Commission of the Registration Rights Agreement, or (b) any such Registration Statement, 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 Statement (as defined in the Registration Rights Agreement) prior to one hundred twenty (120) days following the Issue Date, or (2) such Registration Statement lapses in effect, or sales otherwise cannot be made thereunder, whether by reason of the Corporation's failure or inability to amend or supplement the prospectus (the "PROSPECTUSProspectus") included therein in accordance with the Registration Rights Agreement or otherwise (including without, limitation, during an Allowed Delay (as defined in Section 3(f) of but excluding any acts or omission by the Registration Rights Agreementholders), thenafter such Registration Statement becomes effective, at the election of Holder, then the Pricing Period shall be comprised of of, (xi) in the case of an event described in clause (a1), the thirty-five twenty (3520) Trading Days preceding the date on which such Registration Statement is required to become effective pursuant to 120th day following the terms of the Registration Rights Agreement, Issue Date plus all Trading Days through and including the third (3rd) Trading Day following the actual date of effectiveness of the Registration Statement Statement; and (yii) in the case of an event described in clause (b2), the thirty-five (35) number of Trading Days preceding the date on which Holder the holder of the Series A Preferred Stock is first notified that sales may not be made under the Registration StatementProspectus that would otherwise then be included in the Pricing Period in accordance with the definition thereof set forth in Article VI.B(a), plus all Trading Days through and including the third (3rd) Trading Day following the date on which the Holder is first notified that such sales may again be made under the Registration StatementProspectus. If Holder a holder of Series A Preferred Stock determines based on the advice of counsel that sales may not be made pursuant to the Registration Statement Prospectus (whether by reason of the Corporation's failure or inability to amend or supplement the Prospectus or otherwise) Prospectus), it shall so notify the Corporation in writing and, unless the Corporation provides such holder with a written opinion of the Corporation's counsel to the contrary, such determination shall be binding for purposes of this paragraph.

ADJUSTMENT FOR RESTRICTED PERIODS. In the event that (ai) the Corporation --------------------------------- Borrower fails to obtain effectiveness with the SEC of any Registration Statement (as defined in the Registration Rights Agreement) required to be filed pursuant to the Registration Rights Agreement on or prior to the date on which such Registration Statement is required to become effective pursuant to the terms of the Registration Rights Agreement, or (bii) any such Registration Statement, Statement 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) otherwise cannot be made thereunder, whether by reason of the CorporationBorrower's failure or inability to amend or supplement the prospectus (the "PROSPECTUSProspectus") included therein in accordance with the Registration Rights Agreement or otherwise otherwise, after such Registration Statement becomes effective (including withoutincluding, without limitation, during an Allowed Delay (as defined in Section 3(f) of the Registration Rights Agreement)), then, at the election of Holdereach holder of Notes, the Pricing Period shall be comprised of of, (x) in the case of an event described in clause (ai), the thirtytwenty-five two (3522) Trading Days preceding the date on which such Registration Statement is required to become effective pursuant to the terms of the Registration Rights Agreement, plus all Trading Days through and including the third (3rd) Trading Day following the actual date of actual effectiveness of the such Registration Statement Statement; and (y) in the case of an event described in clause (bii), the thirtytwenty-five two (3522) Trading Days preceding the date on which Holder the holder of the Notes is first notified that sales may not be made under the Registration StatementProspectus, plus all Trading Days through and including the third (3rd) Trading Day following the date on which the Holder is first notified that such sales may again be made under the Registration StatementProspectus. If Holder a holder of Notes determines that sales may not be made pursuant to the Registration Statement Prospectus (whether by reason of the CorporationBorrower's failure or inability to amend or supplement the Prospectus or otherwise) it shall so notify the Corporation Borrower in writing and, unless the Corporation Borrower provides such holder with a written opinion of the CorporationBorrower's counsel to the contrary, such determination shall be binding for purposes of this paragraph.

ADJUSTMENT FOR RESTRICTED PERIODS. In the event that (a) the Corporation fails to obtain effectiveness with the SEC of any Registration Statement required to be filed pursuant to the Registration Rights Agreement on or prior to the date on which such Registration Statement is required to become effective pursuant to the terms of the Registration Rights Agreement, or (b) any such Registration Statement, after its initial effectiveness and during the Registration Period (as defined in the Registration Rights Agreement)Period, lapses in effect, or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) otherwise cannot be made thereunder, whether by reason of the Corporation's failure or inability to amend or supplement the prospectus (the "PROSPECTUS") included therein in accordance with the Registration Rights Agreement or otherwise (including without, limitation, during an Allowed Delay (as defined in Section 3(f) of the Registration Rights Agreement)otherwise, then, at the election of Holder, the Pricing Period shall be comprised of (x) in the case of an event described in clause (a), the thirty-five (35) 22 Trading Days preceding the date on which such Registration Statement is required to become effective pursuant to the terms of the Registration Rights Agreement, Agreement plus all Trading Days through and including the third (3rd) Trading Day following the actual date of effectiveness of the Registration Statement and (y) in the case of an event described in clause (b), the thirty-five (35) 22 Trading Days preceding the date on which Holder is first notified that sales may not be made under the Registration Statement, plus all Trading Days through and including the third (3rd) Trading Day following the date on which Holder is first notified that such sales may again be made under the Registration Statement. If Holder determines that sales may not be made pursuant to the Registration Statement (whether by reason of the Corporation's failure or inability to amend or supplement the Prospectus or otherwise) it shall so notify the Corporation in writing and, unless the Corporation provides such holder with a written opinion of the Corporation's counsel to the contrary, such determination shall be binding for purposes of this paragraph.