Common use of Failure to File Registration Statement and Other Events Clause in Contracts

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed in accordance with the terms hereof and is not maintained in effect during the Effectiveness Period. If a Registration Statement is not filed on the Demand File Date (unless due to and in accordance with Section 3(b) hereof) or does not remain effective during the Effectiveness Period, then the Company shall pay to the Investors a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the Note for each month (or part thereof) following the Demand File Date that the Registration Statement shall not have been duly filed with the SEC, and/or for each month (or part thereof) following the Effective Date that the Registration Statement shall not continue to be effective (the “Late Registration Payment”). Such Late Registration Payment shall be paid to the Investors within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall have complied with the filing and effective provisions of this Agreement. Notwithstanding the foregoing, the aggregate amount of the Late Registration Payment shall not exceed ten percent (10%) of the aggregate principal amount of the Notes. Without limiting any of the other rights of the holders of Registrable Securities hereunder, the failure by the Company to timely make any or all of such Late Registration Payments shall constitute an Event of Default under the Notes. No liquidated damages under this Section 8(c) shall payable with respect to any shares required to be omitted as a result of the operation of Rule 415.

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the any Registration Statement is not filed in accordance with the terms hereof and is not maintained in effect during the its Effectiveness Period. If a Registration Statement is not filed on the Demand File Date (unless due to and in accordance with Section 3(b) hereof) or does not remain effective during the Effectiveness Period, then the Company shall pay to the Investors each Holder a cash amount that shall be equal to two percent (2%) of the aggregate principal amount of the such Holder’s Note for each month (or part thereof) following the Demand File Date that the Registration Statement shall not have been duly filed with the SECCommission, and/or and for each month (or part thereof) ), if any, following the Effective Date that the such Registration Statement shall not continue to be effective (the “Late Registration Payment”). Such Late Registration Payment shall be paid to the Investors Holders within 30 days after the end of each month in which such Late Registration Payment shall be payable, and until the Company shall have complied with the filing and effective provisions of this Agreement. Notwithstanding the foregoing, the aggregate amount of the Late Registration Payment to a Holder shall not exceed ten percent (10%) of the aggregate principal amount of the Notessuch Holder’s Note. Without limiting any of the other rights of the holders Holders of Registrable Securities hereunder, the failure by the Company to timely make any or all of such Late Registration Payments shall constitute an Event of Default under the Notes. No liquidated damages under this Section 8(c8(b) shall payable with respect to any shares Registrable Securities required to be omitted as a result of the operation of a Rule 415415 Cutback.