Common use of Failure to Maintain Effectiveness of Registration Statement Clause in Contracts

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIOD"), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDED, HOWEVER, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h2.1(n), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIOD"“Ineffective Period”), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIOD"“Ineffective Period”), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement (which, for the avoidance of doubt, shall not include any Warrant Shares) and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, (i) that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.

Failure to Maintain Effectiveness of Registration Statement. In After the Registration Statement has been declared effective, in the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h2.1(n), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIOD"), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount , which shall not exceed $2.5 million equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDED, HOWEVER, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the InvestorInvestor or that the Company offers to repurchase from the Investor for a per share purchase price equal to the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h2.1(n), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIODIneffective Period"), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount (which shall in no event exceed $2.5 million) equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, that the foregoing payments shall not apply in respect of Registrable Securities that (i) are otherwise freely tradable by the Investor, including, but not limited to, under Rule 144 promulgated under the Securities Act (as such rule may be amended from time to time, "Rule 144") or (ii) the Company offers to repurchase from the Investor for a per share purchase price equal to the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIODIneffective Period"), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIOD"“Ineffective Period”), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (xi) the total number of Registrable Securities issued to the Investor under the Purchase Agreement (which, for the avoidance of doubt, shall not include any Warrant Shares) and owned by the Investor at any time during such Ineffective Period and (yii) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIOD"“Ineffective Period”), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.

Failure to Maintain Effectiveness of Registration Statement. In the event the Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus) throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in Section 1.1(e) or 2.1(h2.1(n), and the Investor holds any Registrable Securities at any time during the period of such ineffectiveness (an "INEFFECTIVE PERIODIneffective Period"), the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the product of (x) the total number of Registrable Securities issued to the Investor under the Purchase Agreement and owned by the Investor at any time during such Ineffective Period and (y) the result, if greater than zero, obtained by subtracting the VWAP on the Trading Day immediately following the last day of such Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such Ineffective Period began; PROVIDEDprovided, HOWEVERhowever, that the foregoing payments shall not apply in respect of Registrable Securities that are otherwise freely tradable by the Investor.