Common use of Automatic Registration Clause in Contracts

Automatic Registration. Within 45 days following the Initial Closing Date (the "FILING Deadline"), the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other appropriate registration document under the Act relating to the resale by the Holders of the Registrable Securities held by all Holders, and up to 767,103 additional shares of Common Stock held by persons having similar registration rights (the "INITIAL REGISTRATION SHARES"). The Company shall use commercially reasonable efforts to ensure that such Registration Statement (the "INITIAL REGISTRATION STATEMENT") is declared effective within 150 days of the Initial Closing Date (the "EFFECTIVENESS DEADLINE"). The Company will agree to take all actions as are necessary to keep the Initial Registration Statement effective until the date on which all securities registered thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (the "EFFECTIVENESS PERIOD"). If: (i) such Initial Registration Statement is not filed on or prior to the Filing Deadline, (ii) such Initial Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to its Effectiveness Deadline or (iii) after its effective date, such Initial Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company's failure to update the Registration Statement), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, to remain continuously effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the date that is one year from the Initial Closing Date, for an aggregate of more than 30 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 12-month period (which need not be consecutive), (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as an "EVENT," and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date which such 30 consecutive or 60 Trading Day period (as applicable) is exceeded, being referred to as "EVENT DATE"), then in addition to any other rights available to the Holders: on each monthly anniversary of each such Event Date thereof (if the applicable Event

Automatic Registration. Within 45 days The Company hereby agrees with the Subscribers or their transferees (other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the “Holders”) that no later than three months following the Initial date of the Final Closing Date (the "FILING Deadline"“Filing Date”), the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other appropriate registration document under the 1933 Act relating to with the SEC covering the resale by the Holders of the Registrable Securities held by all HoldersShares, and up the Company will use its best efforts to 767,103 additional shares of Common Stock held by persons having similar cause such registration rights to become effective within six months after the Final Closing (the "INITIAL REGISTRATION SHARES"“Effectiveness Date”); provided, however, that the Subscribers agree that the company may avail itself of Rule 429 and combine any existing and effective prospectus with the prospectus to be included in the registration statement. The Company shall use commercially reasonable efforts to ensure In the event that such Registration Statement (the "INITIAL REGISTRATION STATEMENT") is declared effective within 150 days of the Initial Closing Date (the "EFFECTIVENESS DEADLINE"). The Company will agree to take all actions as are necessary to keep the Initial Registration Statement effective until the date on which all securities registered thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (the "EFFECTIVENESS PERIOD"). If: (i) such Initial Registration Statement is Company’s registration statement has not been filed on or prior to the Filing Deadline, (ii) such Initial Registration Statement is Date or has not been declared effective by the Commission (or otherwise does not become effective) SEC on or prior before the Effectiveness Date, the Company shall pay each Holder an amount in cash, as liquidated damages and not as a penalty, equal to its Effectiveness Deadline 1.0% of the aggregate purchase price paid by such Holder for the Shares that are then held by such Holder for each thirty (30) day period (prorated on a daily basis for partial periods) until such time as the registration statement is filed or effective, as the case may be; provided, however, that no such liquidated damages shall be due or payable with respect to any Shares withdrawn from the registration as a result of any SEC comment asserting that the applicable selling stockholder shall be deemed an underwriter with respect to such registration. While such event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an event has been cured by the Company shall be paid within three (3) business days following the date on which such event has been cured by the Company. The Company’s obligation to keep the registration statement effective shall continue until the earlier of (a) the date that all of the Shares have been sold pursuant to Rule 144 or an effective registration statement, or (iiib) after its effective date, such Initial Registration Statement ceases time as the Shares are eligible for any reason (including without limitation by reason of a stop orderimmediate resale pursuant to Rule 144(k), or (c) two years after the Final Closing. In addition, if (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company's failure ’s best interest to update disclose and which the Registration Statement)Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but excluding not limited to, the inability acquisition or disposition of assets (other than in the ordinary course of business) or any Holder to sell the Registrable Securities covered thereby due to market conditionsmerger, to remain continuously effective and consolidation, tender offer or other similar transaction) available to the Holders as Company which the Board reasonably determines not to all Registrable Securities be in the Company’s best interest to disclose and which it is the Company would be required to cover at disclose under the registration statement, then the Company may postpone or suspend filing or effectiveness of the registration statement, without any time prior to the date that is one year from the Initial Closing Datepenalty or liquidated damages, for an aggregate of more than 30 a period not to exceed 45 consecutive Trading Days days, provided that the Company may not postpone or suspend its obligation under this Section 4.1 for more than an 90 days in the aggregate of 60 Trading Days in during any 12-month period (which need not be consecutiveeach, a “Blackout Period”), (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as an "EVENT," and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date which such 30 consecutive or 60 Trading Day period (as applicable) is exceeded, being referred to as "EVENT DATE"), then in addition to any other rights available to the Holders: on each monthly anniversary of each such Event Date thereof (if the applicable Event.

Automatic Registration. Within The Company hereby agrees with the Subscribers or their permitted transferees (other than a transferee who acquires shares pursuant to the Rule or an effective registration statement) (collectively, the "Holders") that no later than 45 days following the earlier of (a) the date of the Final Closing or (b) two weeks following the date of the Initial Closing Date (the "FILING Deadline")Closing, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other appropriate registration document under the 1933 Act relating to with the SEC covering the resale by the Holders of the Registrable Securities held by all HoldersShares, and up to 767,103 additional shares of Common Stock held by persons having similar registration rights (the "INITIAL REGISTRATION SHARES"). The Company shall will use commercially reasonable its best efforts to ensure that cause such Registration Statement (the "INITIAL REGISTRATION STATEMENT") is declared registration to become effective within 150 75 days after the earlier of (a) the date of the Final Closing or (b) two weeks following the date of the Initial Closing Date (Closing. In the "EFFECTIVENESS DEADLINE"). The Company will agree to take all actions as are necessary to keep event that the Initial Registration Statement effective until Company's registration statement covering the date on which all securities registered thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales resale of securities pursuant to Rule 144 (the "EFFECTIVENESS PERIOD"). If: (i) such Initial Registration Statement is Shares has not filed on or prior to the Filing Deadline, (ii) such Initial Registration Statement is not been declared effective by the Commission SEC within 75 day period set forth above, the Per Share Purchase Price shall be reduced by 5% for each month (or otherwise does not become effective) on or prior to its Effectiveness Deadline or (iii) after its effective date, such Initial Registration Statement ceases a pro rata basis for any reason (including without limitation by reason of a stop orderportion thereof) thereafter until such time as the registration statement is effective; provided, or however, that the Company's failure to update maximum reduction in the Registration Statement)Per Share Purchase Price shall be 25%; and provided, but excluding further, that any day during which the inability of any Holder to sell the Registrable Securities covered thereby SEC is closed due to market conditionswar, to remain continuously effective and available terrorism or national emergency shall be excluded from the calculation of the delay period. The reduction in the Per Share Purchase Price shall be evidenced by the issuance of additional Shares (the "Adjustment Shares") to the Holders as within five days following the effective date of the registration statement. The Adjustment Shares shall be covered by the registration statement. The Company's obligation to all Registrable Securities to which it is required to cover at any time prior to keep the registration statement effective shall continue until the earlier of (a) the date that is one year from all of the Initial Closing DateShares and Adjustment Shares have been sold pursuant to the Rule under the 1933 Act or an effective registration statement, for an aggregate of more than 30 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 12-month period (which need not be consecutive), (any such failure or breach in clauses (i), (ii) or (iiib) above being referred such time as the Shares and Adjustment Shares are eligible for immediate resale pursuant to as an "EVENT," and, for Rule 144(k) under the 1933 Act. For purposes of clauses (i) or (ii)this Article IV, the date on which such Event occurs, or for purposes of clause (iii), term Shares shall be deemed to include the date which such 30 consecutive or 60 Trading Day period (as applicable) is exceeded, being referred to as "EVENT DATE"), then in addition to any other rights available to the Holders: on each monthly anniversary of each such Event Date thereof (if the applicable EventAdjustment Shares.

Automatic Registration. Within 45 The Company hereby agrees with the holders of the Common Stock and Warrants or their transferees (collectively, the "SECURITIES HOLDERS") that no later than ten (10) calendar days following the Initial Closing Date (date of the "FILING Deadline")Closing, the Company shall prepare and file with the Commission a registration statement on Form SB-2 or other appropriate registration document under the Securities Act relating to with the resale by SEC covering the Holders of the Registrable Securities held by all Holders, and up to 767,103 additional shares of Common Stock held by persons having similar registration rights and Warrant Shares (the "INITIAL REGISTRATION SHARESREGISTRABLE SECURITIES"). The , and the Company shall will use commercially reasonable its best efforts to ensure that cause such Registration Statement registration to become effective as promptly as practicable and within ninety (the "INITIAL REGISTRATION STATEMENT"90) is declared effective within 150 days of the Initial Closing Date (the "EFFECTIVENESS DEADLINE")thereafter. The Company will agree to take all actions as are necessary to keep the Initial Registration Statement effective until the date on which all securities registered thereunder may be sold without any restriction, under Rule 144 during any 90-day period in accordance with all rules and regulations regarding sales of securities pursuant to Rule 144 (the "EFFECTIVENESS PERIOD"). If: If (i) such Initial Registration Statement a registration statement covering applicable Registrable Securities is not filed on or prior to before ten (10) calendar days following the Filing Deadlinedate of the Closing, or (ii) such Initial Registration Statement a registration statement covering applicable Registrable Securities is not declared effective by the Commission (or otherwise does not become effective) SEC on or prior to its Effectiveness Deadline or (iii) after its effective date, such Initial Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company's failure to update the Registration Statement), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, to remain continuously effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to before the date that is one year from the Initial Closing Date, for an aggregate of more than 30 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 12-month period ninety (which need not be consecutive), 90) days thereafter (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as an "EVENT," and, for purposes of clauses (i) or (ii), and the date on which such Event occurs, or for purposes of clause (iii), the date which such 30 consecutive or 60 Trading Day period (as applicable) is exceeded, occurs being referred to as an "EVENT DATE"), then then, in addition any such case, as partial relief for the damages suffered therefrom by the Securities Holders (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall, on the Event Date and on the first day of each month following the Event Date until the triggering Event is cured, pay to each Securities Holder an aggregate amount, in cash, as liquidated damages and not as a penalty, equal to an amount equal to two percent (2%) (the "APPLICABLE PERCENTAGE") of $1,959,999, which is the aggregate fair market value of the Registrable Securities on the date hereof (the "SHARE MARKET VALUE") (calculated as $39,200) (the "LIQUIDATED DAMAGES"). The Liquidated Damages shall be payable for each month, or prorated for each portion thereof, that an Event has occurred and is continuing. In addition, for each month, or portion thereof, after the first month that Liquidated Damages are required to be paid hereunder, the Applicable Percentage shall be increased by one percentage point (for example, Liquidated Damages shall equal 2% of the Share Market Value for the first month following an Event Date, 3% of the Share Market Value for the next month, and so on until the Event has been cured). The payments to which a Securities Holder shall be entitled pursuant to this Section are referred to herein as "REGISTRATION DELAY PAYMENTS." Registration Delay Payments shall be calculated on a cumulative basis. If the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 2.0% per month (or the maximum rate permitted by law), pro-rated for partial months, until paid in full. The obligation of the Company under this Section 4.1 shall be limited to one registration statement and shall not apply to any other rights available Registrable Securities that at such time are eligible for immediate resale pursuant to Rule 144(k) under the Holders: on each monthly anniversary of each such Event Date thereof (if the applicable EventSecurities Act.