Common use of Effectiveness; Amendments Clause in Contracts

Effectiveness; Amendments. The Company will use its reasonable best efforts to cause to be declared effective as soon as possible after filing and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g) ) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stock, and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of up to 60 days per calendar year if the Company's chief executive officer advises the Purchaser that he has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement.

Effectiveness; Amendments. The Company will shall use its commercially reasonable best efforts to file and cause to be declared effective as soon as possible after filing within 180 days from the date hereof (the "Effective Date") and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser Designated Holders in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g) 1(e) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stockhereof, and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of up to 60 days per calendar year if the Company's chief executive officer advises the Purchaser Designated Holder that he the Board of Directors of the Company has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement.

Effectiveness; Amendments. The Company will shall use its reasonable best efforts (including responding to SEC comments within 10 business days after receipt of such comments) to file and cause to be declared effective as soon as possible within the earlier of 90 days from the Closing Date hereof or five business days after filing receiving a no-review status from the SEC (the "Effective Date") and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser Purchasers in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g) ) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser Purchasers shall be able to make use of the safe-safe- harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stock, and (C) the date which is one year following the Closing Date (except that the one year limitation of this item (C) shall only apply to the extent that the Company is not eligible to utilize Form S-3; so long as the Company is eligible to utilize Form S-3 following the one year anniversary of the Closing Date, its registration obligations will continue until the earlier of the dates set out in (A) and (B)), and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of an aggregate up to 60 days per calendar year year, but not to exceed 20 consecutive trading days, if the Company's chief executive officer advises the Purchaser Purchasers that he has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement. If the Registration Statement has not been declared effective by the SEC on or prior to the Effective Date (such event, a "Registration Default"), the exercise price for the Warrants will be adjusted as follows: (a) if the Registration Default continues for a period of less than one month, the exercise price of the Warrants will be reduced by 2.5%; (b) if the Registration Default continues for a period of greater than one month, but less than two months, the exercise price of the Warrants will be reduced by 5%; and (c) if the Registration Default continues for period of greater than two months, the exercise price of the Warrants will be reduced by 7.5%. If the Registration Default continues beyond the date which is six months following the Closing Date, then in addition to the adjustments to the Warrant exercise price set out above, Company shall pay liquidated damages ("Liquidated Damages") to each holder of Registrable Stock equal to 1.5% of the aggregate dollar amount originally invested by such holder as listed on Exhibit A to the Subscription Agreement for each month that the Registration Default continues beyond the six month anniversary date of the Closing Date (with a pro rata share of the 1.5% Liquidated Damages being payable to the extent that any Registration Default continues for a portion of a month), but subject always to the limitation that in no event shall the Liquidated Damages payable to any holder of Registered Stock exceed 15% of the aggregate dollar amount originally invested by such holder as listed on Exhibit A to the Subscription Agreement. Following the cure of all Registration Defaults relating to any particular Registrable Stock, the accrual of Liquidated Damages with respect to such Registration Default will cease. The Company may pay the Liquidated Damages required pursuant to this section either in cash or (subject to obtaining any required regulatory approvals) in shares of the Company's common stock, at the Company's option. If paid in shares of the Company's common stock, such common stock will be valued at the then current market price per share, calculated on the basis of the average closing price for the Company's common stock on the 10 trading days preceding the date on which the Liquidated Damages become payable, or by such other reasonable method as may be acceptable to the Toronto Stock Exchange. The adjustments to the Warrant exercise price and the Liquidated Damages provided by this section will be the only remedy of the Purchasers in respect of a Registration Default. Without limiting the generality of the foregoing, in no event shall the Company be liable for any other damages, including without limitation any damages based on loss of profits or on selling prices which the Purchasers might have obtained for any Common Shares or Warrant Shares but for the Registration Default.

Effectiveness; Amendments. The Company will use its reasonable best efforts to cause to be declared effective as soon as possible after filing and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser Shareholders in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of the date (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g3(i) ) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser Shareholders shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stock, and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of up to 60 days per calendar year if the Company's chief executive officer advises the Purchaser Shareholders that he has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement.

Effectiveness; Amendments. The Company will use its reasonable best efforts to cause to be declared effective as soon as possible after filing and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g) )) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stock, and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of up to 60 days per calendar year if the Company's chief executive officer advises the Purchaser that he has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement.

Effectiveness; Amendments. The Company will use its reasonable best efforts to cause to be declared effective as soon as possible after filing and, except as set forth below, to remain effective under the Securities Act, the Registration Statement and will prepare and file with the SEC any amendments or post-effective amendments as may be necessary to keep the Registration Statement effective under the Securities Act. The Company will promptly notify the Purchaser Purchasers in writing of the date on which the Registration Statement is declared effective. Notwithstanding the foregoing, (i) the Company shall not be required to keep the Registration Statement effective for purposes of the sale of Registrable Stock thereunder at any time after the earlier of (A) the date on which all shares of Registrable Stock have been sold or are no longer outstanding, and (B) the date which is two years (plus any time for delays arising from events described in clause (ii) below or Section 3(g) ) following the acquisition from the Company of the Registrable Stock, or such earlier date as of which the Purchaser Purchasers shall be able to make use of the safe-harbor provisions of Rule 144(k) under the Act (or any successor rule) with respect to sales of Registrable Stock, and (ii) the Company shall not be obligated to keep the Registration Statement or the prospectus included therein (the "Prospectus") current during any period (A) of up to 60 days per calendar year if the Company's chief executive officer advises the Purchaser Purchasers that he has determined in good faith that valid business reasons concerning a potential corporate transaction make doing so inadvisable, or (B) when financial statements do not satisfy the requirements of the last sentence of paragraph (b) of Rule 3-12 of Regulation S-X (or any successor rule) to the extent, and only to the extent, that the SEC interprets such sentence as being applicable to the continued effectiveness of the Registration Statement.