Common use of Failure to Register Clause in Contracts

Failure to Register. (a) If: (i) a Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, 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 10 business days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Demand Registration Statement registering for resale the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one year anniversary of the closing of a Reverse Merger or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five business day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the value of such unregistered Registrable Securities as of the date of the Reverse Merger, as determined by the Board of Directors based on the offering price of securities sold by the Company in a securities offering consummated simultaneously with the Reverse Merger or, if no securities offering shall occur, in good faith by the Board of Directors (the “Value”) for any unregistered Registrable Securities then held by such Holder. The parties agree that the maximum aggregate liquidated damages payable to any Holder under this Agreement shall be 15% of the Value. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (b) If, within 12 months after closing of a Reverse Merger, Registration Statements covering all of the Registrable Securities are not effective, the Holders will each have the option (the “Repurchase Option”), at any time thereafter, to require the Company to repurchase all of the Holder’s Registrable Securities for the Repurchase Price (defined hereafter) or some lesser portion of the Holder’s Registrable Securities for a pro-rata portion of the Repurchase Price. To exercise the Repurchase Option, a Holder shall (i) provide written notice to the Company at any time after the 12-month anniversary of the closing of a Reverse Merger, where such notice shall include (a) the number of Registrable Securities the Holder desires to be repurchased by the Company, (b) the Repurchase Price of such Registrable Securities and (c) instructions as to how the Company shall render payment of the Repurchase Price (the “Repurchase Notice”) and (ii) surrender the original certificates representing the number of Registrable Securities to be repurchased, duly endorsed for transfer. Upon receipt of the Repurchase Notice and original Registrable Securities from the Holder, the Company shall, within 7 business days, deliver the Repurchase Price, as per the instructions in the Repurchase Notice, to the Holder and cancel the original certificates representing the Registrable Securities on the books and records of the Company. The “Repurchase Price” shall be equal to the Value. No such repurchase shall be applicable if the Holders are able to publicly sell their Registrable Securities under an applicable exemption from registration, without volume or manner of sale limitations.

Failure to Register. (a) If: (i) a Registration Statement is not filed on or prior to its Filing Date or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, 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 10 business days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Demand Registration Statement registering for resale the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one year anniversary of the closing of a Reverse Merger or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are Investor is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five business day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders Investor may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder the Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the value of such unregistered Registrable Securities as of the date of the Reverse Merger, as determined by the Board of Directors based on the offering price of securities sold by the Company in a securities offering consummated simultaneously with the Reverse Merger or, if no securities offering shall occur, in good faith by the Board of Directors (the “Value”) for any unregistered Registrable Securities then held by such HolderInvestor. The parties agree that the maximum aggregate liquidated damages payable to any Holder the Investor under this Agreement shall be 15% of the Value. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the HolderInvestor, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (b) If, within 12 months after closing of a Reverse Merger, Registration Statements covering all of the Registrable Securities are not effective, the Holders Investor will each have the option (the “Repurchase Option”), at any time thereafter, to require the Company to repurchase all of the HolderInvestor’s Registrable Securities for the Repurchase Price (defined hereafter) or some lesser portion of the HolderInvestor’s Registrable Securities for a pro-rata portion of the Repurchase Price. To exercise the Repurchase Option, a Holder the Investor shall (i) provide written notice to the Company at any time after the 12-month anniversary of the closing of a Reverse Merger, where such notice shall include (a) the number of Registrable Securities the Holder Investor desires to be repurchased by the Company, (b) the Repurchase Price of such Registrable Securities and (c) instructions as to how the Company shall render payment of the Repurchase Price (the “Repurchase Notice”) and (ii) surrender the original certificates representing the number of Registrable Securities to be repurchased, duly endorsed for transfer. Upon receipt of the Repurchase Notice and original Registrable Securities from the HolderInvestor, the Company shall, within 7 business days, deliver the Repurchase Price, as per the instructions in the Repurchase Notice, to the Holder Investor and cancel the original certificates representing the Registrable Securities on the books and records of the Company. The “Repurchase Price” shall be equal to the Value. No such repurchase shall be applicable if the Holders are Investor is able to publicly sell their Registrable Securities under an applicable exemption from registration, without volume or manner of sale limitations.

Failure to Register. (a) If: (i) , within 60 days of receiving a Registration Statement is not filed on or prior request from Borrower pursuant to its Filing Date or (ii) the Company fails Section 9.4(d), Borrower shall fail to file a registration statement with respect to the Commission a request for acceleration of a Registration Statement Registrable Securities requested to be registered by Borrower in accordance with Rule 461 promulgated this Section 9.4, then Borrower shall issue to Lender a warrant exercisable for 250,000 shares of the Borrower's Common Stock with an exercise price equal to the Warrant Price and substantially in the form of Exhibit C. For each 30 day period, following the initial 60 day period referred to in the preceding sentence, that the Borrower shall continue to fail to file a registration statement with respect to the Registrable Securities requested to be registered by Borrower in accordance with this Section 9.4, then Borrower shall issue to Lender a warrant exercisable for 75,000 shares of the Commission Borrower's Common Stock with an exercise price equal to the Warrant Price and substantially in the form of Exhibit C. Black Out Periods. Notwithstanding any other provision of this Section 9.4, Lender understands that there may be periods during which the Borrower's Board of Directors may determine, in good faith, that it is in the best interest of the Borrower and its stockholders to defer disclosure of non-public information until such information has reached a more advanced stage and that during such periods sales of Registrable Securities and the effectiveness of any registration statement covering Registrable Securities may be suspended or delayed. Lender agrees that upon receipt of any notice from the Borrower of the development of any non-public information, Lender will forthwith discontinue its disposition of Registrable Securities pursuant to the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject registration statement relating to further review, or (iii) prior to the effective date of a Registration Statement, 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 10 business days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Demand Registration Statement registering for resale the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one year anniversary of the closing of a Reverse Merger or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five business day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the value of such unregistered Registrable Securities as of the date of the Reverse Merger, as determined by the Board of Directors based on the offering price of securities sold by the Company in a securities offering consummated simultaneously with the Reverse Merger or, if no securities offering shall occur, in good faith by the Board of Directors (the “Value”) for any unregistered Registrable Securities then held by such Holder. The parties agree that the maximum aggregate liquidated damages payable to any Holder under this Agreement shall be 15% of the Value. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. (b) If, within 12 months after closing of a Reverse Merger, Registration Statements covering all of the Registrable Securities are not effective, the Holders will each have the option (the “Repurchase Option”), at any time thereafter, to require the Company to repurchase all of the Holder’s Registrable Securities for the Repurchase Price (defined hereafter) or some lesser portion of the Holder’s Registrable Securities for a pro-rata portion of the Repurchase Price. To exercise the Repurchase Option, a Holder shall (i) provide written notice to the Company at any time after the 12-month anniversary of the closing of a Reverse Merger, where such notice shall include (a) the number of Registrable Securities the Holder desires to be repurchased by the Company, (b) the Repurchase Price of such Registrable Securities and (c) instructions as until Lender receives copies of an appropriately supplemented or amended prospectus and, if so directed by the Borrower, Lender will use its best efforts to how deliver to the Company shall render payment Borrower all copies, other than permanent file copies then in Lender's possession, of the Repurchase Price (the “Repurchase Notice”) and (ii) surrender the original certificates representing the number of prospectus relating to such Registrable Securities to be repurchased, duly endorsed for transfer. Upon current at the time of receipt of the Repurchase Notice and original Registrable Securities from the Holder, the Company shall, within 7 business days, deliver the Repurchase Price, as per the instructions in the Repurchase Notice, to the Holder and cancel the original certificates representing the Registrable Securities on the books and records of the Company. The “Repurchase Price” shall be equal to the Value. No such repurchase shall be applicable if the Holders are able to publicly sell their Registrable Securities under an applicable exemption from registration, without volume or manner of sale limitationsnotice.