Common use of Failure of Registration Statement to Become Effective Clause in Contracts

Failure of Registration Statement to Become Effective. The Company and the Investors agree that the Investors will suffer damages if the Registration Statement is not declared effective by the Commission on or prior to the ninetieth (90th) day following the Target Filing Date (the "EFFECTIVENESS DEADLINE"). The Company and the Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective by the Commission prior to the Effectiveness Deadline, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to each Investor an amount equal to (a) two percent (2%) of such Investor's Total Purchase Price for the first 30-day period following the Effectiveness Deadline (which shall be pro rated for such periods less than 30 days) and (b) one percent (1%) of such Investor's Total Purchase Price for each subsequent 30-day period (which shall be pro rated for such periods less than 30 days) (the "NON-EFFECTIVENESS DAMAGES") until either (x) the Registration Statement is declared effective by the Commission or (y) the first anniversary of the Agreement Date. Payments to be made to an Investor pursuant to this Section 10 shall be due and payable within 5 business days of any demand therefor by such Investor, but in no event more than once during any 30-day period. The parties agree that the Non-Effectiveness Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investors if the Registration Statement is not declared effective on or prior to the ninetieth (90th) day following the Target Filing Date. If the Company elects to pay the Non-Effectiveness Damages in shares of Common Stock, such shares of Common Stock shall be valued at the average closing price of a share of Common Stock on the applicable trading market for the Common Stock for the 5-trading-day period immediately preceding the date of demand of such Non-Effectiveness Damages.

Failure of Registration Statement to Become Effective. The Company and the Investors Investor agree that the Investors Investor will suffer damages if the Registration Statement is not declared effective by the Commission on or prior to the ninetieth (90th) day following the Target Filing Date (the "EFFECTIVENESS DEADLINE"). The Company and the Investors Investor further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective by the Commission prior to the Effectiveness Deadline, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to each the Investor an amount equal to (a) two percent (2%) of such Investor's Total the Purchase Price for the first 30-day period following the Effectiveness Deadline (which shall be pro rated for such periods less than 30 days) and (b) one percent (1%) of such Investor's Total the Purchase Price for each subsequent 30-day period (which shall be pro rated for such periods less than 30 days) (the "NON-EFFECTIVENESS DAMAGES") until either (x) the Registration Statement is declared effective by the Commission or (y) the first anniversary of the Agreement Date. Payments to be made to an the Investor pursuant to this Section 10 shall be due and payable within 5 business days of any demand therefor by such the Investor, but in no event more than once during any 30-day period. The parties agree that the Non-Effectiveness Damages represent a reasonable estimate on the part of the parties, as of the date of this AgreementAgreement Date, of the amount of damages that may be incurred by the Investors Investor if the Registration Statement is not declared effective on or prior to the ninetieth (90th) day following the Target Filing Date. If the Company elects to pay the Non-Effectiveness Damages in shares of Common Stock, such shares of Common Stock shall be valued at the average closing price of a share of Common Stock on the applicable trading market for the Common Stock for the 5-trading-day period immediately preceding the date of demand of such Non-Effectiveness Damages.

Failure of Registration Statement to Become Effective. The Company and the Investors agree that the Investors will suffer damages if the Registration Statement is not declared effective by the Commission on or prior to the ninetieth (90th) day following the Target Filing Date (the "EFFECTIVENESS DEADLINEEffectiveness Deadline"). The Company and the Investors further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective by the Commission prior to the Effectiveness Deadline, the Company shall pay in cash or in shares of Common Stock (at the Company's option) as liquidated damages for such failure and not as a penalty to each Investor an amount equal to (a) two percent (2%) of such Investor's Total Purchase Price for the first 30-day period following the Effectiveness Deadline (which shall be pro rated for such periods less than 30 days) and (b) one percent (1%) of such Investor's Total Purchase Price for each subsequent 30-day period (which shall be pro rated for such periods less than 30 days) (the "NONNon-EFFECTIVENESS DAMAGESEffectiveness Damages") until either (x) the Registration Statement is declared effective by the Commission or (y) the first anniversary of the Agreement Date. Payments to be made to an Investor pursuant to this Section 10 shall be due and payable within 5 business days of any demand therefor by such Investor, but in no event more than once during any 30-day period. The parties agree that the Non-Effectiveness Damages represent a reasonable estimate on the part of the parties, as of the date of this Agreement, of the amount of damages that may be incurred by the Investors if the Registration Statement is not declared effective on or prior to the ninetieth (90th) day following the Target Filing Date. If the Company elects to pay the Non-Effectiveness Damages in shares of Common Stock, such shares of Common Stock shall be valued at the average closing price of a share of Common Stock on the applicable trading market for the Common Stock for the 5-trading-day period immediately preceding the date of demand of such Non-Effectiveness Damages.