Common use of Failure to File or Become Effective; Liquidated Damages Clause in Contracts

Failure to File or Become Effective; Liquidated Damages. (a) If the Company has not filed the Registration Statement with the Commission on or prior to the applicable Mandatory Shelf Filing Date, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, in an amount equal to 0.25% of the Liquidated Damages Multiplier of such Holder (the “Liquidated Damages”), which shall accrue daily until such date that the Company has filed the Registration Statement with the Commission. (b) If the Registration Statement is not declared effective by the Commission on or before the earlier of (i) if the Registration Statement is subject to review by the Commission, ninety (90) days following the date on which the Company has filed the Registration Statement with the Commission, and (ii) if the Registration Statement is not subject to review by the Commission, ten (10) days following the date of receipt of such notice from the Commission, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, of Liquidated Damages of such Holder, which shall accrue daily until such date that the Registration Statement is declared effective by the Commission. (c) The Liquidated Damages shall be paid to each Holder in cash within ten (10) Business Days following the date the Registration Statement is filed in the case of Section 2.02(a) and the date the Registration Statement becomes effective in the case of Section 2.02(b) Any payments made pursuant to this Section 2.02 shall constitute the Holders’ exclusive remedy for such events. Any Liquidated Damages due under this Section 2.02 shall be paid to the Holders in immediately available funds. The obligation to pay the Liquidated Damages to a Holder pursuant to this Section 2.02 shall cease at such time as the Registrable Securities become eligible for resale by such Holder under Rule 144 of the Securities Act.

Failure to File or Become Effective; Liquidated Damages. (a) 12.1. If the Company Issuer has not filed the Registration Statement with the Commission on or prior to the applicable Mandatory Shelf Filing Date, Date (a “Filing Default”) then each Holder the Investor shall be entitled to a payment (with respect to each Registrable Security held by the Holder)payment, as liquidated damages and not as a penalty, in an amount equal to 0.251% per annum multiplied by the Purchase Price pro-rated for each day (i.e. (Purchase Price X 1%) / 365 (X Number of the Liquidated Damages Multiplier of such Holder Days)) (the “Liquidated Damages”), which shall accrue daily ) after the Mandatory Filing Date until such the date that the Company has filed Issuer files the Registration Statement with the Commission. (b) 12.2. If the Registration Statement is has not declared become effective by the Commission on or before the earlier of Required Effectiveness Date (i) if the Registration Statement is subject to review by the Commission, ninety (90) days following the date on which the Company has filed the Registration Statement with the Commission, and (ii) if the Registration Statement is not subject to review by the Commission, ten (10) days following the date of receipt of such notice from the Commissionan “Effectiveness Default”), then each Holder the Investor shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, of Liquidated Damages of such Holder, which shall accrue daily for each day after the Required Effectiveness Date until such the date that the Registration Statement is declared effective by the Commissionbecomes effective. 12.3. If any single Suspension Period shall exceed thirty (c30) consecutive days, or during any three hundred sixty-five (365) day period the aggregate of all Suspension Periods shall exceed an aggregate of sixty (60) days (in either case, a “Suspension Default”), then the Investor shall be entitled to Liquidated Damages for each day in excess of the Suspension Period, which exceeds the 30-day or 60-day period, as applicable. 12.4. The Liquidated Damages shall be paid to the Investor in cash, monthly in arrears on the first Tuesday of each Holder in cash within ten month following such (10i) Business Days following Filing Default, (ii) Effectiveness Default, or (iii) Suspension Default (together the date the “Registration Statement Defaults”), as applicable. Liquidated Damages for a Registration Default shall continue to accrue until such Registration Default is filed in the case of Section 2.02(a) and the date the Registration Statement becomes effective in the case of Section 2.02(b) cured. Any payments made pursuant to this Section 2.02 12 shall constitute the Holders’ Investor’s exclusive remedy for such eventsRegistration Defaults. Any Liquidated Damages due under this Section 2.02 12 shall be paid to the Holders Investor in immediately available funds. The obligation to pay the Liquidated Damages to a Holder the Investor pursuant to this Section 2.02 12 shall cease at the earlier of such time as (i) the Registrable Securities become eligible for resale by such Holder the Investor under Rule 144 without regard to any volume or manner of sale restrictions or (ii) the Investor fails to own any of the Securities ActRegistrable Securities. 12.5. Notwithstanding any Liquidated Damages due or payable to Investor under this Section 12, Issuer shall use its best efforts to cure any Registration Defaults to ensure prompt filing and effectiveness of the Registration Statement as soon as is reasonably practicable.

Failure to File or Become Effective; Liquidated Damages. (a) If the Company has not filed the Registration Statement with the Commission on or prior to the applicable Mandatory Shelf Filing Date, then each Holder Each holder of Registrable Securities shall be entitled to a payment (with respect to the Registrable Securities of each Registrable Security held by the Holder), as liquidated damages and not as a penalty, in an amount equal to 0.25% of the Liquidated Damages Multiplier of such Holder (the “Liquidated Damages”), which shall accrue daily until such date that the Company has filed the Registration Statement with the Commission. (b) If the Registration Statement is not declared effective by the Commission on or before the earlier of (i) if the Registration Statement is subject to review by the Commission, ninety (90) days following the date on which the Company has filed the Registration Statement with the Commission, and (ii) if the Registration Statement is not subject to review by the Commission, ten (10) days following the date of receipt of such notice from the Commission, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holderholder), as liquidated damages and not as a penalty, of 2.0% of the Aggregate Purchase Price for the Securities purchased by such Purchaser hereunder per 30-day period (accruing on a daily basis) that any Registration Default (as defined below) continues (such damages collectively, the “Liquidated Damages Damages”), if any of the following events occur (each such Holder, which shall accrue daily until such event in clauses (i) through (iii) below being herein called a “Registration Default”): (i) the Registration Statement has not been filed by the Mandatory Shelf Filing Date; (ii) the Registration Statement has not been declared effective by the SEC on or before the date that is ninety (90) calendar days following the Closing Date (the “Effectiveness Deadline”); or (iii) the Registration Statement is declared effective by the Commission but (A) the Registration Statement thereafter ceases to be effective during the Effectiveness Period or (B) as specified in Section 7.3(b), the Registration Statement ceases to be usable in connection with resales of Registrable Securities during the periods specified herein and the Company fails to (1) cure the Registration Statement within five (5) Business Days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, terminate the suspension period described in Section 7.3(b) by the 30th day, as applicable. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the Company’s control or pursuant to operation of law or as a result of any action or inaction by the Commission. (cb) The Liquidated Damages shall be paid in accordance with Section 7.2(d) below. Other than the obligation of payment of any Liquidated Damages in accordance with the terms hereof, the Company will have no other liabilities for monetary damages with respect to its registration obligations. With respect to each Holder Holder, the Company’s obligations to pay Liquidated Damages remain in cash within ten (10) Business Days following effect only so long as the date Registrable Securities held by the Registration Statement is filed in holder are not eligible for resale without restriction and without the case of Section 2.02(a) and the date the Registration Statement becomes effective in the case of Section 2.02(b) Any payments made need for current public information pursuant to this Section 2.02 shall constitute any section of Rule 144 (or any similar provision then in effect) under the Holders’ exclusive remedy Securities Act; provided however, any obligations of the Company for such events. Any accrued but unpaid Liquidated Damages due under this Section 2.02 shall be paid to at the Holders in immediately available funds. The obligation to pay the Liquidated Damages to a Holder pursuant to this Section 2.02 shall cease at time such time as the Registrable Securities become eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act shall survive until such time as all such obligations with respect to such Registrable Securities shall have been satisfied in full. Notwithstanding anything to the contrary contained herein, in no event shall the Liquidated Damages payable to any Purchaser by the Company hereunder exceed an aggregate amount that exceeds five percent (5.0)% of the Aggregate Purchase Price paid by such Holder under Rule 144 Purchaser for such Purchaser’s Securities. (c) A Registration Default referred to in clauses (a)(i) or (a)(ii) shall be deemed not to have occurred and be continuing, and no Liquidated Damages shall accrue as a result thereof, in relation to the Registration Statement or the related prospectus if (i) (A) such Registration Default has occurred solely as a result of material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus, or (B) the Registration Default relates to any information supplied or failed to be supplied by a holder of Securities Actand (ii) the Company is proceeding promptly and in good faith to amend or supplement the Registration Statement and related prospectus to describe such events as required by Section 7.3; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of forty-five (45) days beyond any permitted suspension period (as provided by Section 7.3), Liquidated Damages shall be payable in accordance with the above paragraph (b) from the day such Registration Default occurs until such Registration Default is cured. (d) Any amounts of Liquidated Damages pursuant to Section 7.2(a) will be payable in cash in arrears on each Liquidated Damages Payment Date. The amount of Liquidated Damages will be determined on the basis of a 360-day year comprised of twelve (12) 30-day months, and the actual number of days on which Liquidated Damages accrued during such period.

Failure to File or Become Effective; Liquidated Damages. (a) If the Company has not filed the Registration Statement with the Commission on or prior to the applicable Mandatory Shelf Filing Date, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, in an amount equal to 0.25% of the Liquidated Damages Multiplier of such Holder for the first 30-day period and (ii) an additional 0.25% of the Liquidated Damages Multiplier of such Holder with respect to each subsequent 30-day period, up to a maximum amount of 1.00% of the Liquidated Damages Multiplier of such Holder (the “Liquidated Damages”), which shall accrue daily until such date that the Company has filed the Registration Statement with the Commission. To the extent that during any 30-day period a Holder is no longer entitled to receive Liquidated Damages, the Company shall only be required to pay the Liquidated Damages that have accrued to such date. (b) If the Registration Statement is not declared effective by the Commission on or before the earlier of (i) if the Registration Statement is subject to review by the Commission, ninety (90) days following the date on which the Company has filed the Registration Statement with the Commissionits proxy statement for its 2019 Annual Meeting of Shareholders, and (ii) if the Registration Statement is not subject to review by the Commission, ten (10) days following the date of receipt it files its proxy statement for its 2019 Annual Meeting of Shareholders (such notice from earlier date, the Commission“Effectiveness Deadline”), then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, of Liquidated Damages of such Holder, which shall accrue daily until such date that the Registration Statement is declared effective by the Commission. (c) The Liquidated Damages shall be paid to each Holder in cash within ten (10) Business Days following the date last day of 30-day period that the Registration Statement is filed in the case of Section 2.02(a) and the date the Registration Statement becomes effective in the case of Section 2.02(b) Holders are entitled to such Liquidated Damages. Any payments made pursuant to this Section 2.02 shall constitute the Holders’ exclusive remedy for such events. Any Liquidated Damages due under this Section 2.02 shall be paid to the Holders in immediately available funds. The obligation to pay the Liquidated Damages to a Holder pursuant to this Section 2.02 shall cease at such time as the Registrable Securities become eligible for resale by such Holder under Rule 144 of the Securities ActAct without regard to any volume or manner of sale restrictions.

Failure to File or Become Effective; Liquidated Damages. (a) If the Company has not filed the Registration Statement with the Commission on or prior to the applicable Mandatory Shelf Filing Date, then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, in an amount equal to 0.25% of the Liquidated Damages Multiplier of such Holder for the first 30-day period and (ii) an additional 0.25% of the Liquidated Damages Multiplier of such Holder with respect to each subsequent 30- day period, up to a maximum amount of 1.00% of the Liquidated Damages Multiplier of such Holder (the “Liquidated Damages”), which shall accrue daily until such date that the Company has filed the Registration Statement with the Commission. To the extent that during any 30-day period a Holder is no longer entitled to receive Liquidated Damages, the Company shall only be required to pay the Liquidated Damages that have accrued to such date. (b) If the Registration Statement is not declared effective by the Commission on or before the earlier of (i) if the Registration Statement is subject to review by the Commission, ninety (90) days following the date on which the Company has filed the Registration Statement with the Commissionits proxy statement for its 2019 Annual Meeting of Shareholders, and (ii) if the Registration Statement is not subject to review by the Commission, ten (10) days following the date of receipt it files its proxy statement for its 2019 Annual Meeting of Shareholders (such notice from earlier date, the Commission“Effectiveness Deadline”), then each Holder shall be entitled to a payment (with respect to each Registrable Security held by the Holder), as liquidated damages and not as a penalty, of Liquidated Damages of such Holder, which shall accrue daily until such date that the Registration Statement is declared effective by the Commission. (c) The Liquidated Damages shall be paid to each Holder in cash within ten (10) Business Days following the date last day of 30-day period that the Registration Statement is filed in the case of Section 2.02(a) and the date the Registration Statement becomes effective in the case of Section 2.02(b) Holders are entitled to such Liquidated Damages. Any payments made pursuant to this Section 2.02 shall constitute the Holders’ exclusive remedy for such events. Any Liquidated Damages due under this Section 2.02 shall be paid to the Holders in immediately available funds. The obligation to pay the Liquidated Damages to a Holder pursuant to this Section 2.02 shall cease at such time as the Registrable Securities become eligible for resale by such Holder under Rule 144 of the Securities ActAct without regard to any volume or manner of sale restrictions.