Common use of Delay in Effectiveness of Registration Statement Clause in Contracts

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly following the date of the closing of the Purchase Agreement (the "Closing Date") and shall use its best efforts to cause such Registration Statement to become effective within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Closing Date, then the Conversion Price or the Market Conversion Price, as applicable, shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during which such Registration Statement is not effective, and be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days 91 through 119 shall be equal to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from the Closing Date shall be equal to 97.5%. In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Determination. If the Registration Statement has not been declared effective within 180 days after the Closing Date, then each Holder shall have the right to sell its Preferred Shares to the Company at a price (the "Premium Redemption Price") equal to 1.3 times (i.e., 130% of) the Liquidation Preference (as defined in the Certificate of Determination). Payment of such amount shall be due and payable within five (5) business days of demand therefor and surrender by the Holder of its certificate(s) for the Series C Preferred Stock.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and in any event within 45 days following the date of the closing of the Purchase Agreement hereof (the "Closing Date") and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event within 90 120 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 120 days from the Closing Date, then the Conversion Purchase Price or (as defined in the Market Conversion Price, as applicable, Warrant) shall be reduced by 1% of the Purchase Price on such 120th day after the Closing Date during and after the 30-day period ("Default Period") from and after the 90th 120th day following the Closing Date during any part of which such Registration Statement is not effective, and shall be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 160 days from the Closing Date, the Conversion Purchase Price or the Market Conversion Price, as applicable, during days 91 121 through 119 149 shall be equal to 99% of the Conversion Price or the Market Conversion Purchase Price, as applicable. The Conversion Purchase Price or the Market Conversion Price, as applicable, from and after day number 120 from 150 after the Closing Date shall be equal to 97.5%% of the Purchase Price. In each case, the Conversion Purchase Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Determination. If the Registration Statement has not been declared effective within 180 days after the Closing Date, then each Holder shall have the right to sell its Preferred Shares to the Company at a price (the "Premium Redemption Price") equal to 1.3 times (i.e., 130% of) the Liquidation Preference (as defined in the Certificate of Determination). Payment of such amount shall be due and payable within five (5) business days of demand therefor and surrender by the Holder of its certificate(s) for the Series C Preferred StockWarrant.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the a Registration Statement (or an amendment to an already effective Registration Statement) complying with the requirements of this Agreement promptly following the date of the closing of the Purchase Agreement (the "each Applicable Closing Date") , but in any event within 45 days after each Applicable Closing Date, and shall use its best efforts to cause each such Registration Statement to become effective within 90 110 days from the each Applicable Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 90 days from the Closing Date, then the Conversion Price or the Market Conversion Price, as applicable, shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during which such Registration Statement is not effective, and be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days 91 through 119 shall be equal to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from the Closing Date shall be equal to 97.5%. In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Determination. If the Registration Statement has not been declared effective within 180 210 days after the Applicable Closing Date, then each Holder shall have the right to sell any or all of its Preferred Shares to the Company at a price for consideration (the "Premium Redemption Mandatory Purchase Price") equal to 1.3 times the sum of (i.e., 130% ofA) the Liquidation Preference price in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(e) of the Certificate, plus (as defined B) Warrants, in amounts and on terms equivalent to those required to be delivered by the Certificate Company in connection with any optional redemption under Section 4(e) of Determination)the Certificate. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within five (5) business days 5 Trading Days of demand therefor and surrender by the Holder of its certificate(s) for the Series C Preferred Stocktherefor.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly following the date of the closing of the Purchase Agreement (the "Closing Date"A) and shall use its best efforts to cause such Registration Statement to become effective within 90 days from the Closing Date. In the event that such the Registration Statement has not been declared effective within 90 120 days from the Closing Date, then the Conversion Price or the Market Conversion Price, as applicable, shall be reduced by 1% during and after the 30-day period (the "Default Period") from and after the 90th 120th day following the Closing Date during any part of which such Registration Statement is not effective, and such Conversion Price shall be further reduced by an additional 1.5% amounts during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 150 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days 91 through 119 shall be equal to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 121 from the Closing Date shall be equal to multiplied by 99%. If the Registration Statement is not effective until the 180th day after the Closing Date, the Conversion Price from and after day 151 from the Closing Date shall be multiplied by 97.5%. In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Determination. Debentures and the Purchase Agreement; provided, that once the Registration Statement first becomes effective, there can be no further adjustment to the Conversion Price under this Section 2(b)(i). (B) If the Registration Statement has not been declared effective within 180 days after the Closing DateDate and provided that such Holder is not able to freely sell the Registrable Securities pursuant to Rule 144(k) of the Act, then each Holder shall have the right to sell may, in its Preferred Shares sole discretion, put to the Company at a price in writing (the "Premium Redemption PricePut Notice") equal to 1.3 times the two options set forth below, of which the Company must select one by providing the Holder with written notice (i.e., 130% ofthe "Company Notice") the Liquidation Preference (as defined in the Certificate of Determination). Payment of such amount shall be due and payable its selection within five (5) 3 business days of demand therefor and surrender by its receipt of the Holder of its certificate(s) for the Series C Preferred StockPut Notice.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and in any event within 30 days following the date of the initial closing of the Purchase Agreement (the "Closing Date") and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event within 90 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 days from the Closing Date, then the percentage (initially 90%) employed to determine the "Conversion Price" pursuant to Section 5(c) of the Debentures and all Conversion Price or resets pursuant to Sections 5(d) and 5(e) of the Market Conversion Price, as applicable, Debentures (the "Agreed Percentage") shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, and such Agreed Percentage shall be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 120 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days Agreed Percentage from and after day 91 through 119 shall be equal to 99% of 89%. If the Conversion Price or Registration Statement is not effective until the Market Conversion Price150th day after the Closing Date, as applicable. The Conversion Price or the Market Conversion Price, as applicable, Agreed Percentage from and after day number 120 121 from the Closing Date shall be equal to 97.587.5%. In each case, the Agreed Percentage and the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of DeterminationDebenture and the Purchase Agreement. If the Registration Statement has not been declared effective within 180 120 days after the Closing Date, then each Holder shall have the right in its sole discretion to sell its Preferred Debentures, Common Shares and/or Warrant Shares to the Company (in whole or in part) at a price in immediately available funds (the "Premium Redemption Price") equal to (A) as to the Debentures, 1.3 times (i.e., 130% of) the Liquidation Preference Outstanding Principal Amount of the Debentures plus any accrued but unpaid or unrecognized interest or default payments and (B) as to the Common Shares and/or Warrant Shares, 1.3 times the dollar amount which is the product of (x) the number of shares so to be redeemed pursuant to this paragraph, and (y) the fair market value of such shares (as defined in the Certificate Debentures) at the time such shares were received pursuant to conversion of Determination)Debentures or exercise of Warrants. Payment of such amount shall be due and payable within five (5) 3 business days of demand therefor and surrender therefor, which demand shall be revocable by the Holder at any time prior to its actual receipt of its certificate(s) for the Series C Preferred StockPremium Redemption Price.

Delay in Effectiveness of Registration Statement. The Company further agrees that it shall (i) unless the failure to file is primarily due to the Registration Statement complying with the requirements of this Agreement promptly following the date fault of the closing Investor or one or more of the Purchase Agreement (the "Closing Date") and shall use its best efforts to cause such Registration Statement to become effective within 90 days from the Closing Date. In Other Investors, in the event that such the Registration Statement has not been declared effective filed with the SEC within 90 60 days from the Closing Date, then the Conversion Price or the Market Conversion Price, as applicable, shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during which such Registration Statement is not effective, and be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 days from the Closing Date, the Conversion Price or Company shall pay to the Market Conversion Price, as applicable, during days 91 through 119 shall be equal to 99Investor liquidated damages in the amount of 1.5% of the Conversion Aggregate Purchase Price of the Shares purchased by the Investor pursuant to this Agreement, and an additional 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor for each 30-day period thereafter that the Registration Statement has not been filed with the SEC; and (ii) unless the failure to become effective is primarily due to the fault of the Investor or one or more of the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from the Closing Date shall be equal to 97.5%. In each caseOther Investors, the Conversion Price or Company shall pay to the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth Investor liquidated damages in the Certificate amount of Determination. If 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor pursuant to this Agreement in the event the Registration Statement has not been declared effective by the SEC within 180 120 days after the Closing Date, then Date and an additional liquidated damages payment of 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor pursuant to this Agreement for each Holder 30-day period thereafter until the Registration Statement has been declared effective; although in no event shall have the right to sell its Preferred aggregate penalty in any 30-day period exceed 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor. The Company shall deliver the cash payments described in clauses (i) and (ii) to the Company at a price Investor by the fifth business day after the occurrence of the event described in (i) or (ii), as applicable. Notwithstanding anything to the "Premium Redemption Price") equal to 1.3 times (i.e.contrary in Section 5.2 or any other provision of this Agreement, 130% of) payment of cash as provided in this Section 5.2 shall be the Liquidation Preference (as defined Investor’s sole and exclusive remedy in the Certificate event of Determinationthe occurrence of an event described in (i) or (ii). Payment of such amount shall be due and payable within five (5) business days of demand therefor and surrender by the Holder of its certificate(s) for the Series C Preferred Stock.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file the Registration Statement complying with the requirements of this Agreement promptly and in any event within 45 days following the date of the initial closing of the Purchase Agreement (the "Closing Date") and shall use its best efforts to cause such Registration Statement to become effective as soon as possible and in any event within 90 120 days from the Closing Date. In the event that such Registration Statement has not been declared effective within 90 120 days from the Closing Date, then the Conversion Price or (as defined in Section 3(b) of the Market Conversion Price, as applicable, Articles of Amendment) shall be reduced by 1% of the Conversion Price on such 120th day after the Closing Date during and after the 30-day period ("Default Period") from and after the 90th 120th day following the Closing Date during any part of which such Registration Statement is not effective, and shall be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 160 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days 91 121 through 119 149 shall be equal to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from 150 after the Closing Date shall be equal to 97.5%% of the Conversion Price. In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate Articles of DeterminationAmendment. If the Registration Statement has not been declared effective within 180 days after the Closing Date, then each Holder shall have the right to sell redemption of its Preferred Shares to by the Company at a price (in accordance with Sections 4(b), 4(d)(i) and 4(f) of the "Premium Redemption Price") equal to 1.3 times (i.e., 130% of) the Liquidation Preference (as defined in the Certificate Articles of Determination). Payment of such amount shall be due and payable within five (5) business days of demand therefor and surrender by the Holder of its certificate(s) for the Series C Preferred StockAmendment.