Common use of Failure to File Registration Statement and Other Events Clause in Contracts

Failure to File Registration Statement and Other Events. The Company and the Holders agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date or if any other Event (as defined below) has occurred. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or (ii) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review (the “No Review Date”) and (B) the date that is the earlier of (1) the date following the No Review Date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that confidential treatment has been granted with respect to all of the Company’s outstanding confidential treatment requests or (2) the date following the No

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Time or if any certain other Event (as defined below) has occurredevents occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, (or is not declared effective by the Commission on or prior to the Effectiveness Date or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12dl-2 promulgated under the Securities Exchange Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or not subject to further review (the “No Review Date”) and (B) the date that is the earlier of (1) the date following the No Review Date that the Company is notified (orally or in writingreview, whichever is earlier) by the Commission that confidential treatment has been granted with respect to all of the Company’s outstanding confidential treatment requests or (2iii) the date following the Nothe

Failure to File Registration Statement and Other Events. The Company and the Holders Purchaser agree that the Holders Purchaser will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission and maintained in the manner contemplated herein during the Effectiveness Period or if any certain other Event (as defined below) has occurredevents occur. The Company and the Holders Purchaser further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (iA) the Registration Statement is not filed on or prior to the Filing Date, or (iiB) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review review, or (the “No Review Date”) and (BC) the date that Registration Statement is the earlier of (1) the date following the No Review Date that the Company is notified (orally or in writing, whichever is earlier) filed with and declared effective by the Commission that confidential treatment has been granted with respect but thereafter ceases to be effective as to all Registrable Securities at any time prior to the expiration of the CompanyEffectiveness Period, without being succeeded immediately by a subsequent Registration Statement filed with and declared effective by the Commission, the Company shall pay as liquidated damages to the Purchaser, in cash, an amount equal to one percent (1.0%) of the amount of the Purchaser’s outstanding confidential treatment requests initial investment in the Common Stock for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable to any Purchaser pursuant to this Section 7(d) exceed nine percent (29%) of the date following amount of the NoPurchaser’s initial investment in the Common Stock.

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any certain other Event (as defined below) has occurredevents occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2(a)), or (ii) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12d1-2 promulgated under the Securities Exchange Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or not subject to further review review, or (the “No Review Date”) and (Biii) the date that Registration Statement is the earlier of (1) the date following the No Review Date that the Company is notified (orally or in writing, whichever is earlier) filed with and declared effective by the Commission that confidential treatment has been granted with respect to all of the Company’s outstanding confidential treatment requests or (2) the date following the NoCommission

Failure to File Registration Statement and Other Events. The Company and the Holders Purchasers agree that the Holders will suffer damages if the Registration Statement is not filed on or prior to the Filing Date and not declared effective by the Commission on or prior to the Effectiveness Date and maintained in the manner contemplated herein during the Effectiveness Period or if any certain other Event (as defined below) has occurredevents occur. The Company and the Holders further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Filing Date, or is not declared effective by the Commission on or prior to the Effectiveness Date (or in the event an additional Registration Statement is filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered is not filed and declared effective within the time periods set forth in Section 2 herein), or (ii) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review (the “No Review Date”) and (B) the date that is the earlier of (1) the date following the No Review Date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that confidential treatment has been granted with respect to all of the Company’s outstanding confidential treatment requests or (2) the date following the Noin

Failure to File Registration Statement and Other Events. The Company and the Holders Holder agree that the Holders Holder will suffer damages if the Registration Statement is not filed on or prior to the Required Filing Date or is not maintained in the manner contemplated herein during the Effectiveness Period or if any certain other Event (as defined below) has occurredevents occur. The Company and the Holders Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or prior to the Effectiveness Date, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 15 Business Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, unless such delay is caused by the unavailability of required financial statements, or (ii) in the event that the Holders of at least a majority of the Registrable Securities have complied with Section 3(m) hereof and the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 12d1-2 promulgated under the Securities Exchange Act within five (5) Business Days of the later to occur of (A) the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “"reviewed,” " or not subject to further review review, or (the “No Review Date”) and (Biii) the date that Registration Statement is the earlier of (1) the date following the No Review Date that the Company is notified (orally or in writing, whichever is earlier) filed with and declared effective by the Commission that confidential treatment has been granted with respect but thereafter ceases to be effective or available as to all of Registrable Securities for 30 days during the Company’s outstanding confidential treatment requests or (2) Effectiveness Period, without being succeeded within a reasonable period by a subsequent Registration Statement filed with and declared effective by the date following the NoCommission, or