Common use of S-3 Qualification Clause in Contracts

S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Initial Registrable Securities or the Remaining Registrable Securities, as applicable, for resale, but in no event more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Initial Registrable Securities or the Remaining Registrable Securities, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering such Registrable Securities is not filed with the SEC on or prior to the applicable Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to such Registrable Securities or Additional Shares, as applicable. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.

S-3 Qualification. Promptly Subject to the provisions of Section 2(d), promptly following the date (the “Qualification Date”) upon which the Company becomes eligible to use a registration statement on Form S-3 to register the Initial Registrable Securities or the Remaining Registrable SecuritiesAdditional Shares, as applicable, for resale, but in no event more than thirty (30) 45 days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration statement on Form S-3 covering the Initial Registrable Securities or the Remaining Registrable SecuritiesAdditional Shares, as applicable (or a post-effective amendment on Form S-3 to the registration statement on Form S-1SB-2) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable thereafter. If Subject to the provisions of Section 2(d), if a Shelf Registration Statement covering such the Registrable Securities is not filed with the SEC on or prior to the applicable Qualification Deadline, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.51.0% of the aggregate amount invested purchase price paid by such Investor pursuant to the Purchase Agreement attributable to those Registrable Securities that remain unsold at that time for each 30-day period or pro rata for any portion thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration Statement is filed with respect to such the Registrable Securities or Additional Shares, as applicable. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day periodcash.