Common use of Non-Registration Events Clause in Contracts

Non-Registration Events. 9.4 Non-Registration Events (a) If (i) the Registration Statement described in Section 9.1(a) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(a) will not be reviewed, or (iii) any registration statement described in Section 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month during the pendency of such Non-Registration Event of the principal of the Note issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. (b) In addition to the foregoing, if there is a Non-Registration Event, then the Purchaser shall have the right to demand that the Company redeem the Note for consideration equal to the greater of (i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the Note.

Non-Registration Events. 9.4 Non-Registration Events (aThe Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) If above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(a9.1(d) will not be reviewed, or (iii) any registration statement described in Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 45 days in the aggregate per year but not more than 20 30 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or pro rata part thereof during the pendency of such Non-Registration Event of the principal of the Note Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. (b) In addition to the foregoing, if there is a Non-Registration Event, then the Purchaser shall have the right to demand that the Company redeem the Note for consideration equal to the greater of (i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the Note.

Non-Registration Events. 9.4 Non-Registration Events (aThe Company and the Purchaser agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) If above is not filed within 60 days after written request by the holder and not declared effective by the SEC within 150 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 60 days of such written request, or is not declared effective by the SEC on or prior to the date that is 150 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(a9.1(d) will not be reviewed, or (iii) any registration statement described in Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NON-REGISTRATION EVENTEvent"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month or part thereof during the pendency of such Non-Registration Event of the principal of the Note Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration EventEvent and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. (b) In addition to the foregoing, if there is a Non-Registration Event, then the Purchaser shall have the right to demand that the Company redeem the Note for consideration equal to the greater of (i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the Note.

Non-Registration Events. 9.4 Non-Registration Events (aThe Company and the Purchasers agree that the Seller will suffer damages if any registration statement required under Section 9.1(a) If above is not filed within 30 days after written request by the holder and not declared effective by the SEC within 90 days after such request, and maintained in the manner and within the time periods contemplated by Section 9 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (i) the Registration Statement described in Section 9.1(a) is not filed within 30 days of such written request, or is not declared effective by the SEC on or prior to the date that is 90 days after such request, or (ii) the registration statement on Form SB-2 or such other form as described in Section 9.1(d) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(a9.1(d) will not be reviewed, or (iii) any registration statement described in Section 9.1(a) or (d) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NONNon-REGISTRATION EVENTRegistration Event"), then, for so long as such Non-Registration Event shall continue, (i) the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to one percent (1%) for the first month (ratably applied for any part thereof) and two percent (2%) per month thereafter (ratably applied for any part thereof) during the pendency of such Non-Registration Event of the principal of the Note Notes issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration EventEvent and (ii) the Conversion Price as defined in Section 2.1 of the Notes shall be reduced by 10% for each 30-day period following the Effective Date that the Registration Statement is not declared effective by the SEC. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. In the event a Mandatory Redemption Payment is demanded from the Company by the holder pursuant to Section 8.2 of this Agreement, then the Liquidated Damages described in this Section 9.4 shall no longer accrue on the portion of the purchase price underlying the Mandatory Redemption Payment, from and after the date the holder receives the Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. (b) In addition to the foregoing, if there is a Non-Registration Event, then the Purchaser shall have the right to demand that the Company redeem the Note for consideration equal to the greater of (i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the Note.

Non-Registration Events. 9.4 Non-Registration Events (a) If (i) the Registration Statement registration statement on Form S-3 or such other form as described in Section 9.1(a) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five three business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(a) will not be reviewed, or (iii) any if the registration statement described in Section 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to one percent (1%) per month or part thereof for the first month and two percent (2%) per month or part thereof thereafter during the pendency of such Non-Registration Event of the principal Stated Value of the Note Preferred Stock issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration Event. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. (b) In addition to the foregoing, if there is a Non-Registration Event, then the Purchaser shall have the right to demand that the Company redeem the Note for consideration equal to the greater of (i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the Note.

Non-Registration Events. 9.4 Non-Registration Events (a) If (i) the Registration Statement described in Section 9.1(a) is not filed on or before the Filing Date or not declared effective on or before the sooner of the Effective Date, or within five three business days of receipt by the Company of a communication from the SEC that the registration statement described in Section 9.1(a) will not be reviewed, or (iiiii) any if the registration statement described in Section 9.1(a) is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year but not more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement is declared effective) (each such event referred to in this Section 9.4 is referred to herein as a "NON-REGISTRATION EVENT"), then, for so long as such Non-Registration Event shall continue, the Company shall pay in cash as Liquidated Damages to each holder of any Registrable Securities an amount equal to two percent (2%) per month during the pendency of such Non-Registration Event of the principal of the Note issued in connection with the Offering, whether or not converted, then owned of record by such holder or issuable as of or subsequent to the occurrence of such Non-Registration EventMandatory Redemption Payment Amount. Payments to be made pursuant to this Section shall be due and payable immediately upon demand in immediately available funds. It shall be deemed a Non-Registration Event to the extent that all the Common Stock included in the Registrable Securities and underlying the Securities is not included in an effective registration statement as of and after the Effective Date at the conversion prices in effect from and after the Effective Date. (b) In addition to the foregoing, if there is a Non-Registration Event, then the Purchaser shall have the right to demand that the Company redeem the Note for consideration equal to the greater of (i) the Mandatory Redemption Payment or (ii) a fraction, of which the numerator is the amount of the Note being redeemed and of which the denominator is the Conversion Price, as set forth in Section 3.1(b) of the Note.