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 Holder agree that the Holder will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date or is not maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or prior to the Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, unless such delay is caused by the unavailability of required financial statements, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities for 30 days during the Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the Commission, or

Failure to File Registration Statement and Other Events. The Company and the Holder Purchaser agree that the Holder Purchaser will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date or is and not declared effective by the Commission and maintained in the manner contemplated herein during the Effectiveness Period or if certain other events occur. The Company and the Holder Purchaser further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Required Filing Date, or prior to the Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, unless such delay is caused by the unavailability of required financial statements, or (iiB) the Company fails to file with the Commission a request for acceleration in accordance with Rule 12d1-2 461 promulgated under the Exchange Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "“reviewed," ” or not subject to further review, or (iiiC) the Registration Statement is filed with and declared effective by the Commission but thereafter ceases to be effective or available as to all Registrable Securities for 30 days during at any time prior to the expiration of the Effectiveness Period, without being succeeded within a reasonable period immediately by a subsequent Registration Statement filed with and declared effective by the Commission, orthe Company shall pay as liquidated damages to the Purchaser, in cash, an amount equal to one percent (1.0%) of the amount of the Purchaser’s initial investment in the Common Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable to any Purchaser pursuant to this Section 7(d) exceed nine percent (9%) of the amount of the Purchaser’s initial investment in the Common Stock.