Common use of Filing and Effectiveness of the Registration Statement Clause in Contracts

Filing and Effectiveness of the Registration Statement. Parent will use its best efforts to file with the SEC a Registration Statement registering all of the Registrable Securities requested by Representative pursuant to Section 7.5(a) for resale within 30 days after the Demand Date (the “Filing Date”) and to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in any event no later than the 90th day after the Demand Date (the “Required Effective Date”). However, so long as the Company filed the applicable Registration Statement by the Filing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities by Representative is not available under applicable laws, rules and regulation and that Parent must register the offering of the Registrable Securities as a primary offering by Parent, or (b) if a Registration Statement receives SEC review, then the Required Effective Date will be the 120th day after the Demand Date. In the case of an SEC response described in clause (a), Parent will, within 40 business days after the date Parent receives such SEC response (the “Primary Offering Filing Date”), file a Registration Statement as a primary offering. Parent’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If Parent receives notification from the SEC that any Registration Statement will receive no action or review from the SEC, then Parent will file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and cause such Registration Statement to become effective within five business days after such SEC notification. Once a Registration Statement is declared effective by the SEC, Parent will cause such Registration Statement to remain effective throughout the Registration Period. If (i) the Registration Statement is not filed on or prior to the Filing Date (provided, however, that if a Company Stockholder fails to provide Parent with any information that is required to be provided in the Registration Statement with respect to such Company Stockholder, then the Filing Date shall be extended until five (5) business days following the date of receipt by Parent of such required information, or (ii) Parent fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) business days of the date that Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Registration will not be reviewed or is not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC on or before the Required Effective Date, or (iv) after the Registration Statement is first declared effective by the SEC, it ceases for any reason to remain continuously effective during the Registration Period (any such failure or breach being referred to as an “Event,” and for the purposes (i), (iii) and (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) business day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Company Stockholders may have hereunder or under applicable law: (x) on each such Event Date Parent shall pay to each Company Stockholder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement; and (y) 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, Parent shall pay to each Company Stockholder an amount in case, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement. If Parent fails to pay any liquidated damages pursuant to this Section 7.5(b) in full within seven (7) days after the date payable, Parent will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Company Stockholder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties hereto agree that the liquidated damages provided for in this Section 7.5(b) shall be the exclusive remedy of the Company Stockholders for a breach of Section 7.5(a) or (b) and that they constitute a reasonable estimate of the damages that may incurred by the Company Stockholders by reason of the failure of Parent to file or cause to be declared effective the Registration Statement, or by reason of inability to offer and sell Registrable Securities pursuant to the Registration Statement, in accordance to the provisions hereof.

Filing and Effectiveness of the Registration Statement. Parent will use its best efforts On or prior to each Filing Deadline, the Company shall prepare and file with the SEC a Registration Statement registering on Form S-1, or, if the Company is then eligible, on Form S-3 covering the resale of all of the Registrable Securities requested by Representative Securities. The Registration Statement prepared pursuant to Section 7.5(a) hereto shall register for resale within 30 days after at least the Demand Date (number of shares of Common Stock equal to the “Filing Date”) and to cause Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company shall use its best efforts to be have the Registration Statement declared effective by the SEC as soon as practicable after filingpracticable, and but in any no event no later than the 90th day after Effectiveness Deadline. By 5:30 pm New York time on the Demand Date (Business Day following the “Required Effective Date”). However, so long as the Company filed the applicable Registration Statement by the Filing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities by Representative is not available under applicable laws, rules and regulation and that Parent must register the offering of the Registrable Securities as a primary offering by Parent, or (b) if a Registration Statement receives SEC review, then the Required Effective Date will be the 120th day after the Demand Date. In the case of an SEC response described in clause (a), Parent will, within 40 business days after the date Parent receives such SEC response (the “Primary Offering Filing Date”), file a Registration Statement as a primary offering. Parent’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If Parent receives notification from the SEC that any Registration Statement will receive no action or review from the SEC, then Parent will shall file with the SEC a request for acceleration in accordance with Rule 461 promulgated 424 under the Securities Act and cause the final Prospectus to be used in connection with sales pursuant to such Registration Statement to become effective within five business days after such SEC notificationStatement. Once a Registration Statement is declared effective by The Company shall cause the SEC, Parent will cause such Registration Statement to remain effective throughout until all of the Registrable Securities have been sold or may be sold without Rule 144 volume restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Holder (the “Registration Period”). If (i) the Registration Statement is not filed on or prior Prior to the Filing Date (provided, however, that if a Company Stockholder fails to provide Parent with any information that is required to be provided in filing of the Registration Statement with respect to such the SEC, the Company Stockholder, then the Filing Date shall be extended until five (5) business days following the date furnish a draft of receipt by Parent of such required information, or (ii) Parent fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) business days of the date that Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Registration will not be reviewed or is not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC Holder for its review and comment. The Holder shall furnish comments on or before the Required Effective Date, or (iv) after the Registration Statement is first declared effective by the SEC, it ceases for any reason to remain continuously effective during the Registration Period (any such failure or breach being referred to as an “Event,” and for the purposes (i), (iii) and (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) business day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Company Stockholders may have hereunder or under applicable law: (x) on each such Event Date Parent shall pay to each Company Stockholder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement; and (y) 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, Parent shall pay to each Company Stockholder an amount in case, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement. If Parent fails to pay any liquidated damages pursuant to this Section 7.5(b) in full within seven (7) days after the date payable, Parent will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Company Stockholder, accruing daily within two (2) Business Days of the receipt thereof from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties hereto agree that the liquidated damages provided for in this Section 7.5(b) shall be the exclusive remedy of Company and the Company Stockholders for a breach of Section 7.5(a) or (b) and that they constitute a reasonable estimate of the damages that may incurred by the Company Stockholders by reason of the failure of Parent shall give due consideration to file or cause to be declared effective the Registration Statement, or by reason of inability to offer and sell Registrable Securities pursuant to the Registration Statement, in accordance to the provisions hereofsuch comments.

Filing and Effectiveness of the Registration Statement. Parent will use its best efforts to file with the SEC a Registration Statement registering all A registration statement of the Registrable Securities requested by Representative pursuant to Section 7.5(aCompany on Form S-3 (File No. 333-165371) for resale within 30 days after the Demand Date (the “Filing DateInitial Registration Statement”) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to cause Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to be you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the SEC as soon as practicable after filing, Commission in such form and in any event no later than meet the 90th day after requirements of the Demand Date (Securities Act and the “Required Effective Date”)Rules and Regulations. However, so long as The aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates of the Company filed was at least $75 million within 60 days prior to the applicable date of filing the Initial Registration Statement by or the Filing DateCompany’s most recent Annual Report on Form 10-K, whichever is later. Other than (i) the Initial Registration Statement, (aii) a registration statement, if any, increasing the SEC takes the position that registration size of the resale of the Registrable Securities by Representative is not available under applicable laws, rules and regulation and that Parent must register the offering of the Registrable Securities as a primary offering by Parent, or (bfiled pursuant to Rule 462(b) if a Registration Statement receives SEC review, then the Required Effective Date will be the 120th day after the Demand Date. In the case of an SEC response described in clause (a), Parent will, within 40 business days after the date Parent receives such SEC response (the “Primary Offering Filing Date”), file a Registration Statement as a primary offering. Parent’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If Parent receives notification from the SEC that any Registration Statement will receive no action or review from the SEC, then Parent will file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and cause such the Rules and Regulations (a “Rule 462(b) Registration Statement”) and (iii) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(a) hereof and (iv) any Issuer Free Writing Prospectus (as defined below), no other document with respect to the offer and sale of the Stock has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to become effective within five business days after such SEC notificationRule 424(a) of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). Once a The various parts of the Initial Registration Statement is declared effective by and the SECRule 462(b) Registration Statement, Parent will cause such Registration Statement to remain effective throughout the Registration Period. If if any, in each case including all exhibits thereto and including (i) the Registration Statement is not filed on or prior to the Filing Date (provided, however, that if a Company Stockholder fails to provide Parent with any information that is required to be provided contained in the Registration Statement with respect to such Company Stockholder, then the Filing Date shall be extended until five (5) business days following the date of receipt by Parent of such required information, or (ii) Parent fails to file Prospectus filed with the SEC a request for acceleration in accordance with Commission pursuant to Rule 461 promulgated 424(b) of the Rules and Regulations and deemed by virtue of Rules 430A, 430B and 430C under the Securities Act, within five (5) business days Act to be part of the date that Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Registration will not be reviewed or is not subject to further review, or (iii) the Initial Registration Statement filed or required to be filed hereunder is not declared at the time it became effective by the SEC on or before the Required Effective Date, or (iv) after the Registration Statement is first declared effective by the SEC, it ceases for any reason to remain continuously effective during the Registration Period (any such failure or breach being referred to as an “Event,” and for the purposes (i), (iii) and (iv) the date on which such Event occurs, or for purposes of clause (ii) the documents incorporated by reference in the Rule 462(b) Registration Statement, if any, at the time the Rule 462(b) Registration Statement became effective, are hereinafter collectively called the “Registration Statements.” The base prospectus included in the Initial Registration Statement at the time of effectiveness thereof, as supplemented by the final prospectus supplement relating to the offer and sale of the Stock, in the form filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, is hereinafter called the “Prospectus.” Any reference herein to any Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date on which of such five Preliminary Prospectus or the Prospectus under the Securities Exchange Act of 1934, as amended (5) business day period is exceeded, being referred to as an the “Event DateExchange Act”), then and incorporated by reference in addition such Preliminary Prospectus or Prospectus, as the case may be. Any reference to (i) any Registration Statement shall be deemed to refer to and include the annual report of the last completed fiscal year of the Company on Form 10-K filed under Section 13(a) or 15(d) of the Exchange Act prior to the date hereof and (ii) the effective date of such Registration Statement shall be deemed to refer to and include the date such Registration Statement became effective and, if later, the date such Form 10-K was so filed. Any reference to any other rights the Company Stockholders may have hereunder or under applicable law: (x) on each such Event Date Parent shall pay to each Company Stockholder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant amendment to the Registration Statement; Statements shall be deemed to refer to and (y) 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, Parent shall pay to each Company Stockholder an amount in case, as liquidated damages and not as a penalty, equal to 1.5% include any annual report of the value Company filed pursuant to Section 13(a) or 15(d) of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement. If Parent fails to pay any liquidated damages pursuant to this Section 7.5(b) in full within seven (7) days Exchange Act after the date payable, Parent will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount this Agreement that is permitted to be paid incorporated by applicable law) to the Company Stockholder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid reference in full. The parties hereto agree that the liquidated damages provided for in this Section 7.5(b) shall be the exclusive remedy of the Company Stockholders for a breach of Section 7.5(a) or (b) and that they constitute a reasonable estimate of the damages that may incurred by the Company Stockholders by reason of the failure of Parent to file or cause to be declared effective the Registration Statement, or by reason of inability to offer and sell Registrable Securities pursuant to the Registration Statement, in accordance to the provisions hereofStatements.

Filing and Effectiveness of the Registration Statement. Parent will use its best efforts On or prior to each Filing Deadline, the Company shall prepare and file with the SEC a Registration Statement registering on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) covering the resale of all of the Registrable Securities requested by Representative Securities. The Registration Statement prepared pursuant to Section 7.5(a) hereto shall register for resale within 30 days after at least the Demand Date (number of shares of Common Stock equal to the “Filing Date”) and to cause Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The Company shall use its best efforts to be have the Registration Statement declared effective by the SEC as soon as practicable after filingpracticable, and but in any no event no later than the 90th day after Effectiveness Deadline. By 9:30 am on the Demand Date (date following the “Required Effective Date”). Howeverdate of effectiveness, so long as the Company filed the applicable Registration Statement by the Filing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities by Representative is not available under applicable laws, rules and regulation and that Parent must register the offering of the Registrable Securities as a primary offering by Parent, or (b) if a Registration Statement receives SEC review, then the Required Effective Date will be the 120th day after the Demand Date. In the case of an SEC response described in clause (a), Parent will, within 40 business days after the date Parent receives such SEC response (the “Primary Offering Filing Date”), file a Registration Statement as a primary offering. Parent’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If Parent receives notification from the SEC that any Registration Statement will receive no action or review from the SEC, then Parent will shall file with the SEC a request for acceleration in accordance with Rule 461 promulgated 424 under the Securities 1933 Act and cause the final Prospectus to be used in connection with sales pursuant to such Registration Statement to become effective within five business days after such SEC notificationStatement. Once a Registration Statement is declared effective by The Company shall cause the SEC, Parent will cause such Registration Statement to remain effective throughout until all of the Registrable Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (“Registration Period”). If (i) the Registration Statement is not filed on or prior Prior to the Filing Date (provided, however, that if a Company Stockholder fails to provide Parent with any information that is required to be provided in filing of the Registration Statement with respect to such the SEC, the Company Stockholder, then the Filing Date shall be extended until five (5) business days following the date furnish a draft of receipt by Parent of such required information, or (ii) Parent fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) business days of the date that Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Registration will not be reviewed or is not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC Buyers for their review and comment. The Buyers shall furnish comments on or before the Required Effective Date, or (iv) after the Registration Statement is first declared effective by the SEC, it ceases for any reason to remain continuously effective during the Registration Period (any such failure or breach being referred to as an “Event,” and for the purposes (i), (iii) and (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) business day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Company Stockholders may have hereunder or under applicable law: (x) on each such Event Date Parent shall pay to each Company Stockholder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement; and (y) 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, Parent shall pay to each Company Stockholder an amount in case, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement. If Parent fails to pay any liquidated damages pursuant to this Section 7.5(b) in full within seven (7) days after the date payable, Parent will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Company Stockholder, accruing daily within twenty-four (24) hours of the receipt thereof from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties hereto agree that the liquidated damages provided for in this Section 7.5(b) shall be the exclusive remedy of the Company Stockholders for a breach of Section 7.5(a) or (b) and that they constitute a reasonable estimate of the damages that may incurred by the Company Stockholders by reason of the failure of Parent to file or cause to be declared effective the Registration Statement, or by reason of inability to offer and sell Registrable Securities pursuant to the Registration Statement, in accordance to the provisions hereofCompany.

Filing and Effectiveness of the Registration Statement. Parent will use its best efforts On or prior to each Filing Deadline, the Company shall prepare and file with the SEC a Registration Statement registering on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) covering the resale of all of the Registrable Securities requested by Representative Securities. The Registration Statement prepared pursuant to Section 7.5(a) hereto shall register for resale within 30 days after at least the Demand Date (number of shares of Common Stock equal to the “Filing Date”) and to cause Required Registration Amount as of date the Registration Statement is initially filed with the SEC. The Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B. The Company shall use its best efforts to be have the Registration Statement declared effective by the SEC as soon as practicable after filingpracticable, and but in any no event no later than the 90th day after Effectiveness Deadline. By 9:30 am on the Demand Date (date following the “Required Effective Date”). Howeverdate of effectiveness, so long as the Company filed the applicable Registration Statement by the Filing Date, (a) if the SEC takes the position that registration of the resale of the Registrable Securities by Representative is not available under applicable laws, rules and regulation and that Parent must register the offering of the Registrable Securities as a primary offering by Parent, or (b) if a Registration Statement receives SEC review, then the Required Effective Date will be the 120th day after the Demand Date. In the case of an SEC response described in clause (a), Parent will, within 40 business days after the date Parent receives such SEC response (the “Primary Offering Filing Date”), file a Registration Statement as a primary offering. Parent’s best efforts will include, but not be limited to, promptly responding to all comments received from the staff of the SEC. If Parent receives notification from the SEC that any Registration Statement will receive no action or review from the SEC, then Parent will shall file with the SEC a request for acceleration in accordance with Rule 461 promulgated 424 under the Securities 1933 Act and cause the final Prospectus to be used in connection with sales pursuant to such Registration Statement to become effective within five business days after such SEC notificationStatement. Once a Registration Statement is declared effective by The Company shall cause the SEC, Parent will cause such Registration Statement to remain effective throughout until all of the Registrable Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Buyers (“Registration Period”). If (i) the Registration Statement is not filed on or prior Prior to the Filing Date (provided, however, that if a Company Stockholder fails to provide Parent with any information that is required to be provided in filing of the Registration Statement with respect to such the SEC, the Company Stockholder, then the Filing Date shall be extended until five (5) business days following the date furnish a draft of receipt by Parent of such required information, or (ii) Parent fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) business days of the date that Parent is notified (orally or in writing, whichever is earlier) by the SEC that the Registration will not be reviewed or is not subject to further review, or (iii) the Registration Statement filed or required to be filed hereunder is not declared effective by the SEC Buyers for their review and comment. The Buyers shall furnish comments on or before the Required Effective Date, or (iv) after the Registration Statement is first declared effective by the SEC, it ceases for any reason to remain continuously effective during the Registration Period (any such failure or breach being referred to as an “Event,” and for the purposes (i), (iii) and (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five (5) business day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Company Stockholders may have hereunder or under applicable law: (x) on each such Event Date Parent shall pay to each Company Stockholder an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement; and (y) 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, Parent shall pay to each Company Stockholder an amount in case, as liquidated damages and not as a penalty, equal to 1.5% of the value of the Registrable Securities then held by such Company Stockholder and not then transferable pursuant to the Registration Statement. If Parent fails to pay any liquidated damages pursuant to this Section 7.5(b) in full within seven (7) days after the date payable, Parent will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Company Stockholder, accruing daily within twenty-four (24) hours of the receipt thereof from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The parties hereto agree that the liquidated damages provided for in this Section 7.5(b) shall be the exclusive remedy of the Company Stockholders for a breach of Section 7.5(a) or (b) and that they constitute a reasonable estimate of the damages that may incurred by the Company Stockholders by reason of the failure of Parent to file or cause to be declared effective the Registration Statement, or by reason of inability to offer and sell Registrable Securities pursuant to the Registration Statement, in accordance to the provisions hereofCompany.