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

Delay in Effectiveness of Registration Statement. If the Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date (subject to any extension for a permissible Suspension), then, in addition to any other rights available to the Purchasers, on such Required Effective Date and on each monthly anniversary of each such Required Effective Date (if the Registration Statement shall not have been declared effective by the Commission by such date) until the Registration Statement has been declared effective by the Commission, the Company shall pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1.5% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the Commission; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 8.2 shall not exceed 10% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to the Registration Statement not being declared effective by the Commission on or prior to its Required Effective Date. Notwithstanding the foregoing or anything to the contrary contained herein, no liquidated or other damages shall be due to a Purchaser in respect of (A) any limitation on the number of Shares that may be registered imposed by the Commission following the Company’s reasonable best efforts not to have such limitation imposed, or (B) the failure to have any Registration Statement declared effective on the Required Effective Date in the event that such failure results from a breach by such Purchaser of its obligations under this Agreement.

Delay in Effectiveness of Registration Statement. If the a Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date (subject to any extension for a permissible Suspension)Date, then, in addition to any other rights available to the Purchasers, on each such Required Effective Date and on each monthly anniversary of each such Required Effective Date (if the Registration Statement shall not have been declared effective by the Commission by such date) until the Registration Statement has been declared effective by the Commission, the Company shall pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1.51% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that the Company will not be liable for liquidated damages under this Section 8.2 in respect of the Warrants or the Warrant Shares. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the Commission; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 8.2 shall not exceed 108% of the aggregate purchase price paid of the Shares purchased by such Purchaser pursuant to the Company with respect to the Shares then held by such Purchaser that are Registrable Securitiesthis Agreement. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to the Registration Statement not being declared effective by the Commission on or prior to its Required Effective Date. Notwithstanding the foregoing or anything to the contrary contained herein, no liquidated or other damages shall be due to a Purchaser in respect of (A) any limitation on the number of Shares that may be registered imposed by the Commission following the Company’s reasonable best efforts not to have such limitation imposed, or (B) the failure to have any Registration Statement declared effective on the Required Effective Date in the event that such failure results from (i) the Commission specifically prohibiting the use of such Registration Statement to register the Registrable Securities, provided that the Company is complying with its obligations pursuant to Section 8.1(a)(i) or (ii) a breach by such the Purchaser of its obligations under this Agreement.

Delay in Effectiveness of Registration Statement. If the a Registration Statement is not declared effective by the Commission on or prior to its Required Effective Date (subject to any extension for a permissible Suspension)Date, then, in addition to any other rights available to the Purchasers, on each such Required Effective Date and on each monthly anniversary of each such Required Effective Date (if the Registration Statement shall not have been declared effective by the Commission by such date) until the Registration Statement has been declared effective by the Commission, the Company shall pay to each Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1.51.0% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that the Company will not be liable for liquidated damages under this Section 8.2 in respect of the Warrants or the Warrant Shares. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the Commission; provided that the maximum aggregate liquidated damages payable to a Purchaser under this Section 8.2 shall not exceed 10exceed, per calendar year, 8% of the aggregate purchase price paid by such Purchaser to the Company with respect to the Shares then held by such Purchaser that are Registrable Securities. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to the Registration Statement not being declared effective by the Commission on or prior to its Required Effective Date. Notwithstanding the foregoing or anything to the contrary contained herein, no liquidated or other damages shall be due to a Purchaser in respect of (A) any limitation on the number of Shares and the shares of Common Stock underlying the Warrants that may be registered imposed by the Commission following the Company’s reasonable best efforts not to have such limitation imposed, or (B) the failure to have any Registration Statement declared effective on the Required Effective Date in the event that such failure results from (i) Commission Guidance that specifically prohibits the use of such Registration Statement to register the Registrable Securities (provided that the Company shall advocate with the Commission for the registration of all or the maximum number of the Registrable Securities), or (ii) a breach by such Purchaser of its obligations under this Agreement.

Delay in Effectiveness of Registration Statement. If the a Registration Statement is not declared effective by the Commission SEC on or prior to its Required Effective Date (subject to any extension for a permissible Suspensionirrespective of whether the Company has exercised commercially reasonable efforts under Section 7.1), then, in addition to any other rights available to the PurchasersPurchaser, on each such Required Effective Date and on each monthly anniversary of each such Required Effective Date (if the Registration Statement shall not have been declared effective by the Commission SEC by such date) until the Registration Statement has been declared effective by the CommissionSEC, the Company shall pay to each the Purchaser, as liquidated damages and not as a penalty, a cash payment equal to 1.51.0% of the aggregate purchase price paid by such the Purchaser to the Company with respect to the Shares then held by such the Purchaser that are Registrable Securities. The liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the Registration Statement being declared effective by the CommissionSEC; provided that the maximum aggregate liquidated damages payable to a the Purchaser under this Section 8.2 7.4 shall not exceed 108.0% of the aggregate purchase price paid by such Purchaser to the Company with respect to of the Shares then held purchased by such the Purchaser that are Registrable Securitiespursuant to this Agreement in any calendar year. The parties agree that such liquidated damages shall not be the exclusive damages under this Agreement with respect to the Registration Statement not being declared effective by the Commission SEC on or prior to its Required Effective Date. Notwithstanding the foregoing or anything to the contrary contained herein, no liquidated or other damages shall be due to a Purchaser in respect of (A) any limitation on the number of Shares that may be registered imposed by the Commission following the Company’s reasonable best efforts not to have such limitation imposed, or (B) the failure to have any Registration Statement declared effective on the Required Effective Date in the event that such failure results from (i) SEC Guidance that disapproves the use of such Registration Statement to register Registrable Securities, (ii) events or circumstances that are not in any way attributable to the Company or (iii) a breach by such the Purchaser of its obligations under this Agreement, including, without limitation, Section 7.6.