Common use of Delay in Effectiveness of Registration Statement Clause in Contracts

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a Registration Statement (or an amendment to an already effective Registration Statement) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but in any event within 45 days after each Applicable Closing Date, and shall use its best efforts to cause each such Registration Statement to become effective within 110 days from each Applicable Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 days after the Applicable Closing Date, then each Holder shall have the right to sell any or all of its Preferred Shares to the Company for consideration (the "Mandatory Purchase Price") equal to the sum of (A) the price in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(e) of the Certificate, plus (B) Warrants, in amounts and on terms equivalent to those required to be delivered by the Company in connection with any optional redemption under Section 4(e) of the Certificate. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days of demand therefor.

Delay in Effectiveness of Registration Statement. The Company further agrees that it shall (i) unless the failure to file a Registration Statement (is primarily due to the fault of the Investor or an amendment to an already effective Registration Statement) complying with one or more of the requirements of this Agreement promptly following each Applicable Closing DateOther Investors, but in any event within 45 days after each Applicable Closing Date, and shall use its best efforts to cause each such Registration Statement to become effective within 110 days from each Applicable Closing Date. In the event that any such the Registration Statement has not been filed with the SEC within 45 60 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay to the Investor liquidated damages in cash to each Holder a default payment in an the amount equal to two percent (2%) of 1.5% of the Liquidation Preference Aggregate Purchase Price of the Preferred Shares held purchased by such Holder that should have been registered on such Registration Statement the Investor pursuant to this Agreement, and an additional 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor for each 30-day period thereafter that such the Registration Statement has not been filed with the SEC; and (ii) unless the failure continues. If any such to become effective is primarily due to the fault of the Investor or one or more of the Other Investors, the Company shall pay to the Investor liquidated damages in the amount of 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor pursuant to this Agreement in the event the Registration Statement has not been declared effective by the SEC within 210 120 days after the Applicable Closing Date, then Date and an additional liquidated damages payment of 1.5% of the Aggregate Purchase Price of the Shares purchased by the Investor pursuant to this Agreement for each Holder 30-day period thereafter until the Registration Statement has been declared effective; although in no event shall have the right to sell aggregate penalty in any or all 30-day period exceed 1.5% of its Preferred the Aggregate Purchase Price of the Shares purchased by the Investor. The Company shall deliver the cash payments described in clauses (i) and (ii) to the Company for consideration Investor by the fifth business day after the occurrence of the event described in (the "Mandatory Purchase Price"i) equal or (ii), as applicable. Notwithstanding anything to the sum contrary in Section 5.2 or any other provision of (A) this Agreement, payment of cash as provided in this Section 5.2 shall be the price Investor’s sole and exclusive remedy in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(e) event of the Certificate, plus occurrence of an event described in (Bi) Warrants, in amounts and on terms equivalent to those required to be delivered by the Company in connection with any optional redemption under Section 4(e) of the Certificate. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days of demand thereforor (ii).

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a Registration Statement (or an amendment to an already effective Registration StatementA) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but in any event within 45 days after each Applicable Closing Date, and shall use its best efforts to cause each such Registration Statement to become effective within 110 days from each Applicable Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 120 days after from the Applicable Closing Date, then the Conversion Price shall be reduced by 1% during and after the 30-day period (the "Default Period") from and after the 120th day following the Closing Date during any part of which such Registration Statement is not effective, and such Conversion Price shall be further reduced by additional 1.5% amounts during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 150 days from the Closing Date, the Conversion Price from and after day 121 from the Closing Date shall be multiplied by 99%. If the Registration Statement is not effective until the 180th day after the Closing Date, the Conversion Price from and after day 151 from the Closing Date shall be multiplied by 97.5%. In each case, the Conversion Price shall be subject to further adjustment as set forth in the Debentures and the Purchase Agreement; provided, that once the Registration Statement first becomes effective, there can be no further adjustment to the Conversion Price under this Section 2(b)(i). (B) If the Registration Statement has not been declared effective within 180 days after the Closing Date and provided that such Holder is not able to freely sell the Registrable Securities pursuant to Rule 144(k) of the Act, then each Holder shall have the right to sell any or all of may, in its Preferred Shares sole discretion, put to the Company for consideration in writing (the "Mandatory Purchase PricePut Notice") equal to the sum two options set forth below, of (A) the price in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(emust select one by providing the Holder with written notice (the "Company Notice") of the Certificate, plus (B) Warrants, in amounts and on terms equivalent to those required to be delivered by the Company in connection with any optional redemption under Section 4(e) its selection within 3 business days of its receipt of the Certificate. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days of demand thereforPut Notice.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a the Registration Statement (or an amendment to an already effective Registration Statement) complying with the requirements of this Agreement promptly following each Applicable the date of the closing of the Purchase Agreement (the "Closing Date, but in any event within 45 days after each Applicable Closing Date, ") and shall use its best efforts to cause each such Registration Statement to become effective within 110 90 days from each Applicable the Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 90 days from the Closing Date, then the Conversion Price or the Market Conversion Price, as applicable, shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during which such Registration Statement is not effective, and be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 130 days from the Closing Date, the Conversion Price or the Market Conversion Price, as applicable, during days 91 through 119 shall be equal to 99% of the Conversion Price or the Market Conversion Price, as applicable. The Conversion Price or the Market Conversion Price, as applicable, from and after day number 120 from the Closing Date shall be equal to 97.5%. In each case, the Conversion Price or the Market Conversion Price, as applicable, shall be subject to further adjustment as set forth in the Certificate of Determination. If the Registration Statement has not been declared effective within 180 days after the Applicable Closing Date, then each Holder shall have the right to sell any or all of its Preferred Shares to the Company for consideration at a price (the "Mandatory Purchase Premium Redemption Price") equal to the sum of 1.3 times (Ai.e., 130% of) the price Liquidation Preference (as defined in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(e) Certificate of the Certificate, plus (B) Warrants, in amounts and on terms equivalent to those required to be delivered by the Company in connection with any optional redemption under Section 4(e) of the CertificateDetermination). Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days five (5) business days of demand therefortherefor and surrender by the Holder of its certificate(s) for the Series C Preferred Stock.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a the Registration Statement (or an amendment to an already effective Registration Statement) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but and in any event within 45 days after each Applicable following the date of the initial closing of the Purchase Agreement (the "Closing Date, ") and shall use its best efforts to cause each such Registration Statement to become effective as soon as possible and in any event within 110 120 days from each Applicable the Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 120 days from the Closing Date, then the Conversion Price (as defined in Section 3(b) of the Articles of Amendment) shall be reduced by 1% of the Conversion Price on such 120th day after the Closing Date during and after the 30-day period ("Default Period") from and after the 120th day following the Closing Date during any part of which such Registration Statement is not effective, and shall be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 160 days from the Closing Date, the Conversion Price during days 121 through 149 shall be equal to 99% of the Conversion Price. The Conversion Price from and after day number 150 after the Closing Date shall be equal to 97.5% of the Conversion Price. In each case, the Conversion Price shall be subject to further adjustment as set forth in the Articles of Amendment. If the Registration Statement has not been declared effective within 180 days after the Applicable Closing Date, then each Holder shall have the right to sell any or all redemption of its Preferred Shares to the Company for consideration (the "Mandatory Purchase Price") equal to the sum of (A) the price in cash at which the Company may optionally redeem Preferred Shares pursuant to Section 4(e) of the Certificate, plus (B) Warrants, in amounts and on terms equivalent to those required to be delivered by the Company in connection accordance with any optional redemption under Section 4(eSections 4(b), 4(d)(i) and 4(f) of the Certificate. Payment Articles of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days of demand thereforAmendment.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a Registration Statement (or an amendment to an already effective Registration StatementA) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but in any event within 45 days after each Applicable Closing Date, and shall use its best efforts to cause each such Registration Statement to become effective within 110 days from each Applicable Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 120 days from the Closing Date, then the Conversion Price shall be reduced by the Default Rate during and after the 120th day following the Closing Date during any part of which such Registration Statement is not effective. For example, if the Registration Statement does not become effective until 150 days from the Closing Date, the Conversion Price from and after day 121 from the Closing Date shall be multiplied by 98%. If the Registration Statement is not effective until the 180th day after the Closing Date, the Conversion Price from and after day 151 from the Closing Date shall be multiplied by 96.5%. In each case, the Conversion Price shall be subject to further adjustment as set forth in the Debentures and the Purchase Agreement; provided, that once the Registration Statement first becomes effective, there can be no further adjustment to the Conversion Price under this Section 2(b)(i). (B) If the Registration Statement has not been declared effective within 150 days after the Applicable Closing Date, then each Holder shall have the right to sell any or all of its Preferred Shares to require the Company for consideration to redeem the Debentures, Warrants, Common Shares, Option Shares and/or Warrant Shares in whole or in part at the Premium Redemption Price set forth in clauses (a)(i), (b) and/or (c) (only) of the definition thereof. Each Holder shall exercise such right by providing the Company with written notice thereof (the "Mandatory Purchase PricePUT NOTICE"), which such Put Notice shall include the type and amount of each security that the Holder seeks to redeem and a date at least five (5) equal to business days from the sum of (A) the price in cash at date thereof on which the Company may optionally redeem Preferred Shares pursuant Holder seeks the redemption to Section 4(e) of occur (the Certificate, plus (B) Warrants, in amounts and on terms equivalent to those required to be delivered by the Company in connection with any optional redemption under Section 4(e) of the Certificate. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days of demand therefor."REDEMPTION DATE"

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a the Registration Statement (or an amendment to an already effective Registration Statement) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but and in any event within 45 30 days after each Applicable following the date of the initial closing of the Purchase Agreement (the "Closing Date, ") and shall use its best efforts to cause each such Registration Statement to become effective as soon as possible and in any event within 110 90 days from each Applicable the Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 90 days from the Closing Date, then the percentage (initially 90%) employed to determine the "Conversion Price" pursuant to Section 5(c) of the Debentures and all Conversion Price resets pursuant to Sections 5(d) and 5(e) of the Debentures (the "Agreed Percentage") shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, and such Agreed Percentage shall be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 120 days from the Closing Date, the Agreed Percentage from and after day 91 shall be equal to 89%. If the Registration Statement is not effective until the 150th day after the Closing Date, the Agreed Percentage from and after day 121 from the Closing Date shall be 87.5%. In each case, the Agreed Percentage and the Conversion Price shall be subject to further adjustment as set forth in the Debenture and the Purchase Agreement. If the Registration Statement has not been declared effective within 150 days after the Applicable Closing Date, then each Holder shall have the right in its sole discretion to sell any or all of its Preferred Debentures, Common Shares and/or Warrant Shares to the Company for consideration (in whole or in part) at a price in immediately available funds (the "Mandatory Purchase Premium Redemption Price") equal to the sum of (A) as to the price in cash at which Debentures, 1.3 times (i.e., 130% of) the Company may optionally redeem Preferred Shares pursuant to Section 4(e) Outstanding Principal Amount of the Certificate, Debentures plus any accrued but unpaid or unrecognized interest or default payments and (B) Warrantsas to the Common Shares and/or Warrant Shares, in amounts and on terms equivalent to those required 1.3 times the dollar amount which is the product of (x) the number of shares so to be delivered by redeemed pursuant to this paragraph, and (y) the Company fair market value of such shares (as defined in connection with any optional redemption under Section 4(ethe Debentures) at the time such shares were received pursuant to conversion of the CertificateDebentures or exercise of Warrants. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days 3 business days of demand therefor, which demand shall be revocable by the Holder at any time prior to its actual receipt of the Premium Redemption Price.

Delay in Effectiveness of Registration Statement. The Company agrees that it shall file a the Registration Statement (or an amendment to an already effective Registration Statement) complying with the requirements of this Agreement promptly following each Applicable Closing Date, but and in any event within 45 30 days after each Applicable following the date of the initial closing of the Purchase Agreement (the "Closing Date, ") and shall use its best efforts to cause each such Registration Statement to become effective as soon as possible and in any event within 110 90 days from each Applicable the Closing Date. In the event that any such Registration Statement has not been filed within 45 days after the Applicable Closing Date, or has not been declared effective within 110 days from the Applicable Closing Date, then the Company shall pay in cash to each Holder a default payment in an amount equal to two percent (2%) of the Liquidation Preference of the Preferred Shares held by such Holder that should have been registered on such Registration Statement for each 30-day period that such failure continues. If any such Registration Statement has not been declared effective within 210 90 days from the Closing Date, then the percentage (initially 90%) employed to determine the "Conversion Price" pursuant to Section 5(c) of the Debentures and all Conversion Price resets pursuant to Sections 5(d) and 5(e) of the Debentures (the "Agreed Percentage") shall be reduced by 1% during and after the 30-day period ("Default Period") from and after the 90th day following the Closing Date during any part of which such Registration Statement is not effective, and such Agreed Percentage shall be further reduced by an additional 1.5% during and after each Default Period thereafter. For example, if the Registration Statement does not become effective until 120 days from the Closing Date, the Agreed Percentage from and after day 91 shall be equal to 89%. If the Registration Statement is not effective until the 150th day after the Closing Date, the Agreed Percentage from and after day 121 from the Closing Date shall be 87.5%. In each case, the Agreed Percentage and the Conversion Price shall be subject to further adjustment as set forth in the Debenture and the Purchase Agreement. If the Registration Statement has not been declared effective within 120 days after the Applicable Closing Date, then each Holder shall have the right in its sole discretion to sell any or all of its Preferred Debentures, Common Shares and/or Warrant Shares to the Company for consideration (in whole or in part) at a price in immediately available funds (the "Mandatory Purchase Premium Redemption Price") equal to the sum of (A) as to the price in cash at which Debentures, 1.3 times (i.e., 130% of) the Company may optionally redeem Preferred Shares pursuant to Section 4(e) Outstanding Principal Amount of the Certificate, Debentures plus any accrued but unpaid or unrecognized interest or default payments and (B) Warrantsas to the Common Shares and/or Warrant Shares, in amounts and on terms equivalent to those required 1.3 times the dollar amount which is the product of (x) the number of shares so to be delivered by redeemed pursuant to this paragraph, and (y) the Company fair market value of such shares (as defined in connection with any optional redemption under Section 4(ethe Debentures) at the time such shares were received pursuant to conversion of the CertificateDebentures or exercise of Warrants. Payment of such cash amount and delivery of Warrants shall be due and payable from the Company to such Holder within 5 Trading Days 3 business days of demand therefor, which demand shall be revocable by the Holder at any time prior to its actual receipt of the Premium Redemption Price.