Common use of Registration Defaults Clause in Contracts

Registration Defaults. If a Registration Event occurs, then the Company will make payments to each Investor (a "Qualified Investor"), as partial liquidated damages for the minimum amount of damages to the Qualified Investor by reason thereof, and not as a penalty, at a rate equal to one percent (1%) of the aggregate Offering Price paid for the shares of Common Stock held by such Qualified Investor per month, for the first calendar month of the Registration Default Period (pro rated for any period less than 30 days) plus two percent (2%) of the aggregate Offering Price paid for the shares of Common Stock held by such Qualified Investor per month, for each calendar month, after the first month, in the Registration Default Period (pro rated for any period less than 30 days) with respect to each Registration Event; provided, however, if a Registration Event occurs (or is continuing) on a date more than two years after the Qualified Investor acquired the Registrable Securities (and thus the two-year holding period under Rule 144(k) has elapsed), liquidated damages shall be paid only with respect to that portion of a Qualified Investor's Registrable Securities that cannot then be immediately resold without restriction in reliance on Rule 144(k). Each such payment shall be due and payable within five days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within five days after such termination. Such payments shall be in partial compensation to the Qualified Investor, and shall not constitute the Qualified Investor's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of "Registration Event,"