Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) or as required by Section 3(s) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of Shares of Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall immediately reduce the exercise price of each of the Warrants by $0.15 and be reduced by an additional $.10 for each subsequent thirty (30) day period thereafter (each reduction as adjusted for stock splits, stock dividends, stock combinations or other similar transactions).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”); ) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r3(p)) or as required by Section 3(s) pursuant to such Registration Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or Statement, to register a sufficient number of Shares shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall immediately reduce the exercise price pay to each holder of each of the Warrants by $0.15 and be reduced by Registrable Securities relating to such Registration Statement an additional $.10 for each subsequent thirty amount in cash equal to (30) day period thereafter (each reduction as adjusted for stock splits, stock dividends, stock combinations or other similar transactionsA).

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the respective applicable Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) or as required by Section 3(s) pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or a failure to register a sufficient number of Shares shares of Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder Investor by reason of any such delay in or reduction of its ability to sell the underlying Shares shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), a Trigger Event (as defined in the Company Warrant) shall immediately reduce be deemed to have occurred and the number of shares issuable upon the exercise price of each of the Warrants by $0.15 Warrant shall be as specified in the Warrant. The Warrant Shares shall be deemed Registrable Securities and shall be reduced by an additional $.10 for each subsequent thirty (30) day period thereafter (each reduction required to be registered as adjusted for stock splits, stock dividends, stock combinations or any other similar transactions)Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”), or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline Date (an “Effectiveness Failure”); ) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) or as required by Section 3(s) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of Shares shares of Common Stock) Stock (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall immediately reduce the exercise price of each of the Warrants by $0.15 0.005 for each day of a Filing Failure, an Effectiveness Failure and a Maintenance Failure; provided, however, the exercise price shall not be reduced by an additional below $.10 for each subsequent thirty (30) day period thereafter (each reduction as adjusted for stock splits, stock dividends, stock combinations or other similar transactions)0.50.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”), or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline Date (an “Effectiveness Failure”); ) or (ii) on any day after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) or as required by Section 3(s) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of Shares shares of Common Stock) (a “Maintenance Failure”) ), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying Shares shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall immediately reduce the exercise price of each of the Warrants by $0.15 0.005 for each day of a Filing Failure, an Effectiveness Failure and a Maintenance Failure; provided, however, the exercise price shall not be reduced by an additional below $.10 for each subsequent thirty (30) day period thereafter (each reduction as adjusted for stock splits, stock dividends, stock combinations or other similar transactions)0.50.