Common use of Registration Default Clause in Contracts

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission within 30 days after the Closing Date or (ii) declared effective by the Commission within 90 days after the Closing Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission within 30 60 days after the Closing Date or (ii) declared effective by the Commission within 90 150 days after the Closing Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Registration Statement is not declared effective by the Commission within 210 days after the Initial Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 210th day after the Initial Date set forth in clause (ii) above that the Registration Statement is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be), is not (i) filed with the Commission within 30 120 days after the Closing Date or (ii) declared effective by the Commission within 90 270 days after the Closing Date or, if the proviso in Section 2(a) shall be applicable, 330 days after the Closing Date (either of which, as applicable, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 21% (the "Liquidated Damage Rate") of the Purchase Price Stated Value (as defined in the Certificate of Designation) of the outstanding Preferred Shares (as defined in the Securities Purchase Exchange Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Registration Statement is not declared effective by the Commission within 270 days after the Initial Date set forth in clause (ii) above, or, if the proviso in Section 2(a) is applicable, 330 days after the Initial Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 2%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 60 day period after the 270th day after the Initial Date set forth in clause (ii) above or, if the proviso in Section 2(a) is applicable, 330 days after the Initial Date set forth in clause (ii) above, that the Registration Statement is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d(2d) hereof, as the case may be, is not (i) filed with the Commission within 30 21 days after the Closing Date or (ii) declared effective by the Commission within 90 105 days after the Closing Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below)Date, and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price per share of Preferred Stock (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (ic)(i) above) or declared effective by (in the event of an Initial Date pursuant to clause (iic)(ii) above) the Commission (the "Periodic Amount") ); provided, however, that in no event shall the liquidated damages Liquidated Damages be less than $25,00020,000. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, hereof is not (i) filed with the Commission within 30 forty-five (45) days after the Closing Date date of issuance of the Preferred Stock or (ii) declared effective by the Commission within 90 prior to one hundred and twenty days after the Closing Date date of issuance of the Preferred Stock (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below)Date, and such amount shall be equal to 23% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (ic)(i) above) or declared effective by (in the event of an Initial Date pursuant to clause (iic)(ii) above) the Commission (the "Periodic Amount") ); provided, however, that in no event shall the liquidated damages be less than $25,00030,000 and; further provided, however, that the Liquidated Damage Rate shall increase by 1% for each thirty (30) day period after the date one hundred and twenty days after the Closing Date that the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three (3) days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission within 30 days after the Closing Date on or before April 1, 2000 or (ii) declared effective by the Commission within 90 days after the Closing Date on or before June 1, 2000 (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission within 30 days after by the Closing Date Filing Deadline, provided that the Company has used its commercially reasonable best efforts to do so, or (ii) declared effective by the Commission within 90 days after by the Closing Date Effectiveness Deadline (either each of which, without duplicationthe Filing Deadline and Effectiveness Deadline, an "Initial Date"), then the Company shall make the payments to the Initial Investor Investors as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor Investors shall be determined as of each Computation Date (as defined below)) and, as applicable, the actual filing and effectiveness dates of the Registration Statement, and such amount shall be equal to 22.5% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Subscription Agreement) for the period from the Initial Date to the first Computation Date Date, and for each 30-day period of any subsequent Computation Date Dates thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,00070,000. The full Periodic Amount shall be paid by the Company to the Initial Investor Investors, pro rata, by wire transfer of immediately available funds within three days after each Computation DateDate and, as applicable, the actual filing and effectiveness dates of the Registration Statement.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a2 (a) or 2(d(2d) hereof, as the case may be, is not (i) filed with the Commission within 30 days after the Closing Date or (ii) declared effective by the Commission within 90 150 days after the Closing Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (ic)(i) above) or declared effective by (in the event of an Initial Date pursuant to clause (c) (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages Liquidated Damages be less than $25,000. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, hereof is not (i) filed with the Commission within 30 days by the 45th day after the Closing Initial Funding Date or (ii) declared effective by the Commission within 90 120 days after the Closing Initial Funding Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below)Date, and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price per share of Preferred Stock (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (ic)(i) above) or declared effective by (in the event of an Initial Date pursuant to clause (iic)(ii) above) the Commission (the "Periodic Amount") ); provided, however, that in no event shall the liquidated damages be less than $25,00030,000 and; further provided, that if the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the Commission within 150 days after the Initial Funding Date, then the Liquidated Damage Rate shall be increase to 3% and; further provided, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 180th day after the Initial Funding Date that the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a2 (a) or 2(d(2d) hereof, as the case may be, is not (i) filed with the Commission within 30 not later than thirty (30) days after the Closing Date or (ii) declared effective by the Commission within 90 days after the Closing Date on or before May 1, 1999 (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (ic)(i) above) or declared effective by (in the event of an Initial Date pursuant to clause (c) (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages Liquidated Damages be less than $25,000. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be), is not (i) filed with the Commission within 30 90 days after the Closing Date or (ii) declared effective by the Commission within 90 180 days after the Closing Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Registration Statement is not declared effective by the Commission within 210 days after the Initial Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 210th day after the Initial Date set forth in clause (ii) above that the Registration Statement is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date. In no event shall the Company be liable for damages hereunder if any delay relates solely to an action or a failure to act on the part of the Investor and the Company is diligently pursuing the timely filing and effectiveness of the Registration Statement.

Registration Default. If the Registration Statement covering the Registrable Securities or the Additional Registrable Securities (as defined in Section 2(d) hereof) required to be filed by the Company pursuant to Section 2(a) or 2(d) hereof, as the case may be, is not (i) filed with the Commission within 30 60 days after the Closing Date or (ii) declared effective by the Commission within 90 150 days after the Closing Date (either of which, without duplication, an "Initial Date"), then the Company shall make the payments to the Initial Investor as provided in the next sentence as liquidated damages and not as a penalty. The amount to be paid by the Company to the Initial Investor shall be determined as of each Computation Date (as defined below), and such amount shall be equal to 2% (the "Liquidated Damage Rate") of the Purchase Price (as defined in the Securities Purchase Agreement) from the Initial Date to the first Computation Date and for each Computation Date thereafter, calculated on a pro rata basis to the date on which the Registration Statement is filed with (in the event of an Initial Date pursuant to clause (i) above) or declared effective by (in the event of an Initial Date pursuant to clause (ii) above) the Commission (the "Periodic Amount") provided, however, that in no event shall the liquidated damages be less than $25,000; provided, further, however, that if the Registration Statement is not declared effective by the Commission within 210 days after the Initial Date set forth in clause (ii) above, then the Liquidated Damage Rate shall increase to 4%; provided, further, however, that the Liquidated Damage Rate shall increase by 1% for each 30 day period after the 210/th/ day after the Initial Date set forth in clause (ii) above that the Registration Statement is not declared effective by the Commission. The full Periodic Amount shall be paid by the Company to the Initial Investor by wire transfer of immediately available funds within three days after each Computation Date.