Common use of Failure to Obtain or Maintain Effectiveness of Registration Statements Clause in Contracts

Failure to Obtain or Maintain Effectiveness of Registration Statements. In the event the Company fails for any reason to obtain the effectiveness of any Registration Statement within the time periods set forth in Section 1.1(b) (a "Tardy Registration Statement") or in the event that the Company fails for any reason to maintain the effectiveness of any Registration Statement (or the underlying prospectus) covering shares held by the Investor(an "Ineffective Registration Statement" together with a Tardy Registration Statement, a "Failed Registration Statement") (unless the Registrable Securities covered by such Registration Statement shall have become freely tradable pursuant to Rule 144(k) of the Securities Act or have been otherwise sold), for a period ending 180 days following the earlier of termination of the Commitment Period and termination of the Investor's obligations pursuant to Section 2.4 of the Stock Purchase Agreement (provided that such period shall be extended one day for each day after the applicable Effective Date, that the Registration Statement covering shares purchased by the Investor, is not effective during the period such Registration Statement is required to be effective pursuant to this Agreement), at any time during any period of such ineffectiveness (an "Ineffective Period"), then, in either event the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to two percent (2.0%) of the aggregate Purchase Price of all of the Registrable Securities under any such Failed Registration Statement then held by the Investor for each calendar month and for each portion of a calendar month, pro rata, during an Ineffective Period. Such payments shall be made on the first Trading Day after the earliest to occur of (i) the expiration of the applicable Ineffective Period and (ii) the last day of each calendar month during an Ineffective Period.

Failure to Obtain or Maintain Effectiveness of Registration Statements. In the event the Company fails for any reason to obtain the effectiveness of any Registration Statement within the time periods set forth in Section 1.1(b) (a "Tardy Registration Statement") or in the event that the Company fails for any reason to maintain the effectiveness of any Registration Statement (or the underlying prospectus) covering shares held by the Investor(an Investor (an "Ineffective Registration Statement" together with a Tardy Registration Statement, a "Failed Registration Statement") (unless the Registrable Securities covered by such Registration Statement shall have become freely tradable pursuant to Rule 144(k) of the Securities Act or have been otherwise sold), for a period ending 180 days following the earlier of termination of the Commitment Period and termination of the Investor's obligations pursuant to Section 2.4 of the Stock Purchase Agreement (provided that such period shall be extended one day for each day after the applicable Effective Date, that the Registration Statement covering shares purchased by the Investor, is not effective during the period such Registration Statement is required to be effective pursuant to this Agreement), at any time during any period of such ineffectiveness (an "Ineffective Period"), then, in either event the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to two percent (2.0%) of the aggregate Purchase Price of all of the Registrable Securities under any such Failed Registration Statement then held by the Investor for each calendar month and for each portion of a calendar month, pro rata, during an Ineffective Period. Such payments shall be made on the first Trading Day after the earliest to occur of (i) the expiration of the applicable Ineffective Period and (ii) the last day of each calendar month during an Ineffective Period.

Failure to Obtain or Maintain Effectiveness of Registration Statements. In the event the Company fails for any reason to obtain the effectiveness of any Registration Statement within the time periods set forth in Section 1.1(b) (a "Tardy Registration Statement") or in the event that the Company fails for any reason to maintain the effectiveness of any Registration Statement (or the underlying prospectus) covering shares held by the Investor(an Registrable Securities (an "Ineffective Registration Statement" together with a Tardy Registration Statement, a "Failed Registration Statement") (unless the Registrable Securities covered by such Registration Statement shall have become freely tradable pursuant to Rule 144(k) of the Securities Act 144 or have been otherwise sold), for a period ending 180 days following the earlier of termination of the Commitment Period and termination of the Investor's obligations pursuant to Section 2.4 2.5 of the Stock Securities Purchase Agreement (provided that such period shall be extended one day for each day after the applicable Effective Date, Date that the Registration Statement covering shares purchased by the Investor, Registrable Securities is not effective during the period such Registration Statement is required to be effective pursuant to this Agreement) (the "Applicable Period"), at any time during any period of such ineffectiveness (an "Ineffective Period"), then, in either event the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to two percent (2.0%) of the aggregate Purchase Price of all of the paid by Investor for Registrable Securities that have not yet been registered in an effective Registration Statement and were required, pursuant to this Agreement, to be registered under any such Failed Registration Statement then held by the Investor Statement, for each calendar month and for each portion of a calendar month, pro rata, during an Ineffective PeriodPeriod (the "Failed Registration Statement Fee"), shall become due and payable to the Investor. Such payments The Investor shall be made on retain a sum of $250,000 (the "Escrow Amount") in a separate account in respect of the Company's obligations under this subsection (c). On the first Trading Day after the earliest earlier to occur of (i) the expiration of the applicable Ineffective Period and (ii) the last day of each calendar month during an Ineffective Period, the Investor shall deduct from the Escrow Amount the amount of any Failed Registration Statement Fees then due and payable; provided, however, that if the amount of such Failed Registration Statement Fees exceeds the balance of the Escrow Amount, the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to the portion of such Failed Registration Statement Fees which exceeds the balance of the Escrow Amount. On the first Trading Day following the Applicable Period, the Investor shall pay to the Company in immediately available funds into an account designated by the Company an amount equal to the balance of the Escrow Amount on such date, less any Failed Registration Statement Fees then due and payable.

Failure to Obtain or Maintain Effectiveness of Registration Statements. In the event the Company fails for any reason to obtain the effectiveness of any Registration Statement within the time periods set forth in Section 1.1(b) (a "Tardy Registration Statement") or in the event that the Company fails for any reason to maintain the effectiveness of any Registration Statement (or the underlying prospectus) covering shares held by the Investor(an Registrable Securities (an "Ineffective Registration Statement" together with a Tardy Registration Statement, a "Failed Registration Statement") (unless the Registrable Securities covered by such Registration Statement shall have become freely tradable pursuant to Rule 144(k) of the Securities Act or have been otherwise sold), for a period ending 180 days following the earlier of termination of the Commitment Period and termination of the Investor's obligations pursuant to Section 2.4 of the Stock Purchase Agreement (provided that such period shall be extended one day for each day after the applicable Effective Date, that the Registration Statement covering shares purchased by the InvestorRegistrable Securities, is not effective during the period such Registration Statement is required to be effective pursuant to this Agreement), at any time during any period of such ineffectiveness (an "Ineffective Period"), then, in either event the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to two percent (2.0%) of the aggregate Purchase Price of all of the Registrable Securities under any such Failed Registration Statement then held by the Investor for each calendar month and for each portion of a calendar month, pro rata, during an Ineffective Period. Such payments shall be made on the first Trading Day after the earliest earlier to occur of (i) the expiration of the applicable Ineffective Period and (ii) the last day of each calendar month during an Ineffective Period.

Failure to Obtain or Maintain Effectiveness of Registration Statements. In the event the Company fails for any reason to obtain the effectiveness of any of the Registration Statement Statements within the time periods set forth in Section 1.1(b) (a "Tardy Registration Statement") 1.1(c), or in the event that the Company fails for any reason to maintain the effectiveness of any Registration Statement (or the underlying prospectus) covering shares held by the Investor(an "Ineffective Registration Statement" together with a Tardy Registration Statement, a "Failed Registration Statement") (unless the Registrable Securities covered by any such Registration Statement shall have become freely tradable tradeable pursuant to Rule 144(k) of the Securities Act or have been otherwise sold), if the Company fails for any reason to maintain the effectiveness of any of the Registration Statements (or the underlying prospectus) for a period ending 180 days following the earlier of termination of the Commitment Period and termination of the Investor's obligations pursuant to Section 2.4 2.7 of the Stock Purchase Agreement (provided that such period shall be extended one day for each day after the applicable Effective Date, that the Registration Statement covering (i) shares purchased by the InvestorInvestor through the applicable Put and (ii) the Additional Warrant Shares related to such Put, is not effective during the period such Registration Statement is required to be effective pursuant to this Agreement), at any time during any period of such ineffectiveness (an "Ineffective Period"), then, in either event the Company shall pay to the Investor in immediately available funds into an account designated by the Investor an amount equal to two one and a half percent (2.01.5%) of the aggregate Purchase Price of all of the Registrable Securities under any such Failed Registration Statement then held by the Investor for each calendar month and for each portion of a calendar month, pro rata, during an Ineffective Period. Such payments shall be made on the first Trading Day after the earliest to occur of (i) the expiration of the applicable Ineffective Period and (ii) the last day of each calendar month during an Ineffective Period.