REGISTRATION FAILURE. In the event of a Registration Failure (as defined in the Warrants), the Buyers shall be entitled to Failure Payments (as defined in the Warrants) and such other rights as set forth in the Warrants.
REGISTRATION FAILURE. If, while any Put Shares are outstanding:
REGISTRATION FAILURE a. In the event of a Registration Failure, the Investors shall be entitled to payments as set forth below. For purpose hereof, “Registration Failure” means that (a) the Company fails to file with the SEC on or before the applicable Filing Deadline any Registration Statement required to be filed pursuant to Section 2(a) hereof, (b) the Company fails to use its reasonable best efforts to obtain effectiveness with the SEC of any Registration Statement that is required to be filed pursuant to Section 2(a) hereof, prior to the applicable Registration Deadline, and if such Registration Statement does not become effective prior to the applicable Registration Deadline, as soon as possible thereafter, or fails to use its reasonable best efforts to keep such Registration Statement current and effective as required in Section 3 hereof, (c) the Company fails to file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) hereof on or before the applicable Additional Filing Deadline or fails to use its reasonable best efforts to cause such new Registration Statement to become effective on or before the applicable Additional Registration Deadline, and if such effectiveness does not occur within such period, as soon as possible thereafter, (d) the Company fails to file any amendment to any Registration Statement, or any additional Registration Statement required to be filed pursuant to Section 3(b) hereof within the number of calendar days required under Section 3(b) hereof following the applicable Registration Trigger Date, or fails to use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective within the number of calendar days required under Section 3(b) hereof following the applicable Registration Trigger Date, and, if such effectiveness does not occur within such period, as soon as possible thereafter, or (e) any Registration Statement required to be filed hereunder, after its initial effectiveness and during the Registration Period, lapses in effect or, other than on a day during an Allowable Grace Period, sales of all of the Registrable Securities cannot otherwise be made thereunder (whether by reason of the Company’s failure to amend or supplement the prospectus included therein in accordance herewith, the Company’s failure to file and, use reasonable best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration Statement required ...
REGISTRATION FAILURE. In the event of a Registration Failure (as defined in the Convertible Notes), the Investors shall be entitled to such rights as set forth in the Convertible Notes.
REGISTRATION FAILURE. In the event of a Registration Failure, the Investors shall be entitled to additional damages as set forth in Section 4 of the Notes and such other rights as set forth in the Notes.
REGISTRATION FAILURE. If a Registration Failure occurs, then, in addition to all other available remedies that the Investors may pursue hereunder or under the Warrants, the Company shall pay additional damages (the “Failure Payment”) to the Investors holding Registrable Securities included, or to be included, as applicable, in a Registration Statement for each 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to one percent (1.00%) of the product of (A) the number of Registrable Securities to which such Registration Failure applies and (B) the VWAP (as defined in the Warrant) of the Common Shares on the date such Registration Failure occurs. Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) no Investor holds any Registrable Securities. Each Investor shall be entitled to its pro rata portion of any such payments based upon the number of Registrable Securities held by such Investor included, or to be included, as applicable, relative to the total number of Registrable Securities included, or to be included, as applicable, in the Registration Statement giving rise to such payment. Notwithstanding anything express or implied to the contrary in the foregoing provisions of this Section 5, elsewhere in this Agreement or in the Warrants, (1) no Failure Payment shall accrue or be payable with respect to any period after the expiration of the applicable Registration Period and (2) no Failure Payment shall accrue or be payable with respect to any period that a Registration Statement is unavailable for resales of Registrable Securities solely due to a breach by an Investor that holds any such Registrable Securities of its obligations under Section 4 hereof.
REGISTRATION FAILURE. A Registration Failure occurs and remains uncured for a period of more than forty five (45) days;
REGISTRATION FAILURE. In the event of a Registration Failure (as defined in the Convertible Notes), the Investors shall be entitled to damages and such other rights as set forth in the Convertible Notes and, subject to any applicable cure periods, all payments and remedies provided under the Facility Agreement upon the occurrence of an Event of Default.
REGISTRATION FAILURE. Upon any Registration Failure, in addition to all other available remedies that the Holder may pursue hereunder and under the Facility Agreement and the Registration Rights Agreement, the Company shall pay additional damages to the Holder for each 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to two percent (2%) of the original principal amount of this Note. Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the date on which all of the Conversion Shares may be disposed of for the Holder’s own account without restriction under Rule 144 (including, without limitation, volume restrictions and without the need for the availability of current public information under Rule 144). All such payments that accrue under this Section 3 shall be payable no later than five business days following such date of accrual.
REGISTRATION FAILURE. If the Registration Statement required to be -------------------- filed pursuant to Section 2.1 of the Registration Rights Agreement has not been declared effective by the United States Securities and Exchange Commission ("SEC") on or before the date which is one hundred eighty (180) days after the Closing Date, then, the Conversion Price shall be reduced to the Market Price of a share of Common Stock on the first Business Day after the 180th day after the Closing and on the last Business Day of each successive thirty (30) day period thereafter (a "Registration Default Repricing Date") (but in each such case, only if the Market Price of a share of Common Stock on the applicable Registration Default Repricing Date is less than the lesser of (i) the Conversion Price in effect without giving effect to this Section V.C, and (ii) the lowest Market Price on any prior Registration Default Repricing Date) until the earlier of the effective date of such Registration Statement or the date on which all Registrable Securities may be sold in accordance with Rule 144(k) promulgated under the Securities Act or any other similar rule or registration of the SEC that may permit holders of Conversion Shares and/or Warrant Shares. Such adjustment(s) shall be cumulative and in addition to any other adjustments pursuant to the terms of the Series A Preferred Stock.
