Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) or as required by Section 3(s) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of Shares of Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall immediately reduce the exercise price of each of the Warrants by $0.15 and be reduced by an additional $.10 for each subsequent thirty (30) day period thereafter (each reduction as adjusted for stock splits, stock dividends, stock combinations or other similar transactions).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "FILING FAILURE") or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”"EFFECTIVENESS FAILURE"); provided, however, that for thirty (30) days following the Effective Deadline there will be no Effectiveness Failure if the SEC is reviewing the Registration Statement and the Company is using its best efforts to have the Registration Statement declared effective or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) or as required by Section 3(s) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of Shares of Common Stock) (a “Maintenance Failure”"MAINTENANCE FAILURE") then, as partial relief for the damages to any holder by reason of any such delay in Filing Failure, Effectiveness Failure or reduction of its ability to sell the underlying Shares of Common Stock Maintenance Failure (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall immediately reduce the exercise price of each of the Warrants by $0.15 0.25 and be reduced by an additional $.10 for each subsequent thirty (30) day period thereafter (each reduction as adjusted for stock splits, stock dividends, stock combinations or other similar transactions)) up to a maximum aggregate reduction of $0.65.