Common use of Current Public Information Failure Clause in Contracts

Current Public Information Failure. If a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason after the initial Effective Date (other than during an Allowable Grace Period and, if the Registration Statement is on Form S-1, except during the ten (10) Business Days following the filing of the Company’s Annual Report on Form 10-K), and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) (a “Current Public Information Failure”), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of such Investor’s Purchase Price (as defined in the Securities Purchase Agreement) (1) on the date of such Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

Current Public Information Failure. If a Registration Statement is not effective At any time commencing on the Initial Closing Date and for any reason or so long as the prospectus contained therein is not available for use for any reason after the initial Effective Date (other than during an Allowable Grace Period andNotes are outstanding, if the Registration Statement Company shall be listed as in default of its continuous filing obligations on the list of reporting issuers maintained by Canadian Securities Administrators on SEDAR+ which is on Form S-1, except during the not rectified within ten (10) Business Days following the filing days of the Company’s Annual Report on Form 10-K), and either (x) date the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described is first noted as in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) default (a “"Current Public Information Failure”), ") then, as partial relief for the damages in addition to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any Buyer's other remedies available at law or in equity, including, without limitation, specific performance)remedies, the Company shall pay to each holder Buyer, in cash, as partial liquidated damages and not as a penalty, by reason of Registrable Securities relating any such actual delay in or reduction of its ability to such Registration Statement sell the Securities, an amount in cash equal to one percent (1%) of such Investor’s the Purchase Price (as defined in the Securities Purchase Agreement) (1) of such Buyer on the date of such Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of a Current Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (ia) the date such Current Public Information Failure is cured and (iib) such time that such public information is no longer required pursuant for the Buyers to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days)publicly transfer the Underlying Securities without registration or exemption. The payments to which a holder of Registrable Securities Buyer shall be entitled pursuant to this Section 2(e4(f) are referred to herein as “Registration Delay "Current Public Information Failure Payments.” Following the initial Registration Delay Payment for any particular event or failure (which " Current Public Information Failure Payments shall be paid on the date earlier of (i) the last day of the calendar month during which such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Current Public Information Failure Payments is cured prior to any thirty are incurred and (30ii) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such curethe event or failure giving rise to the Current Public Information Failure Payments is cured. In the event the Company fails to make Registration Delay Current Public Information Failure Payments in a timely manner in accordance with the foregoingmanner, such Registration Delay Current Public Information Failure Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding Nothing herein shall limit such ▇▇▇▇▇'s right to pursue actual damages for the foregoingCurrent Public Information Failure, no Registration Delay Payments and such Buyer shall be owed have the right to an Investor (other than with respect pursue all remedies available to a Maintenance Failure resulting from a suspension it at law or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (in equity including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable)a decree of specific performance and/or injunctive relief.

Current Public Information Failure. If a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason after the initial Effective Date (other than during an Allowable Grace Period and, if the Registration Statement is on Form S-1, except during the ten (10) Business Days following the filing of the Company’s Annual Report on Form 10-K), and either (x) Reporting Period the Company fails for to file with the SEC any reason to satisfy required reports under Section 13 or 15(d) of the requirements of 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(cif applicable) or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2a “Current Public Information Failure”) as a result of which any of the Investors are Holder is unable to sell Registrable Securities all of the Shares without restriction under Rule 144 (including, without limitation, volume restrictions) (a “Current Public Information Failure”), then, as partial relief for the damages to any holder the Holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock Shares (and not as a penalty) (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder the Holder (by wire transfer of Registrable Securities relating immediately available funds to such Registration Statement an account specified in writing by the Holder) an amount in cash equal to one percent (1%) 1.5% of such Investor’s Purchase Price (as defined in the Securities Purchase Agreement) (1) outstanding aggregate principal amount of the Debenture on the date hereof immediately prior to execution of such this Agreement on (i) the date of each Current Public Information Failure, as applicable, Failure and (2ii) on every thirty (30) day anniversary of a such Current Public Information Failure until the earlier of (i1) the date such Current Public Information Failure is cured and (ii2) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities the Holder shall be entitled pursuant to this Section 2(e16(b) are referred to herein as “Registration Delay Current Public Information Failure Payments.” Following the initial Registration Delay Current Public Information Failure Payment for any a particular event or failure (which shall be paid on the date of such event or failure, failure as set forth above), without limiting the foregoing, if an event or a failure giving rise to the Registration Delay Current Public Information Failure Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Current Public Information Failure Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Current Public Information Failure Payments in a timely manner in accordance with the foregoing, such Registration Delay Current Public Information Failure Payments shall bear interest at the rate of one percent (1%) 1.5% per month (prorated for partial months) until paid in full. Notwithstanding Nothing contained herein shall limit the foregoingHolder’s right to pursue actual damages for the Current Public Information Failure, no Registration Delay Payments and the Holder shall be owed have the right to an Investor (other than with respect pursue all remedies available to a Maintenance Failure resulting from a suspension it at law or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (in equity including, without limitation, volume restrictions) and a decree of specific performance and/or injunctive relief (without the need for current public information required by Rule 144(c)(1) (requirement to post a bond or Rule 144(i)(2), if applicableother type of security).

Current Public Information Failure. If a Registration Statement is not effective At any time commencing on the Closing Date and for any reason so long as the Note or the prospectus contained therein is not available for use for any reason after the initial Effective Date (other than during an Allowable Grace Period andWarrants are outstanding, if the Registration Statement Company shall be listed as in default of its continuous filing obligations on the list of reporting issuers maintained by the British Columbia Securities Commission on its website at ▇▇▇.▇▇▇▇.▇▇.▇▇ which is on Form S-1, except during the not rectified within ten (10) Business Days following the filing days of the Company’s Annual Report on Form 10-K), and either (x) date the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described is first noted as in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions) default (a “Current Public Information Failure”), ) then, as partial relief for in addition to the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any Buyer’s other remedies available at law or in equity, including, without limitation, specific performance)remedies, the Company shall pay to each holder the Buyer, in cash, as partial liquidated damages and not as a penalty, by reason of Registrable Securities relating any such actual delay in or reduction of its ability to such Registration Statement sell the Securities, an amount in cash equal to one and one half percent (11.5%) of such Investor’s the Purchase Price (as defined in the Securities Purchase Agreement) (1) on the date of such Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of a Current Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (ia) the date such Current Public Information Failure is cured and (iib) such time that such public information is no longer required pursuant for the Buyer to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days)publicly transfer the Underlying Securities without registration or exemption. The payments to which a holder of Registrable Securities the Buyer shall be entitled pursuant to this Section 2(e4(f) are referred to herein as “Registration Delay Current Public Information Failure Payments.” Following the initial Registration Delay Payment for any particular event or failure (which Current Public Information Failure Payments shall be paid on the date earlier of (i) the last day of the calendar month during which such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Current Public Information Failure Payments is cured prior to any thirty are incurred and (30ii) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such curethe event or failure giving rise to the Current Public Information Failure Payments is cured. In the event the Company fails to make Registration Delay Current Public Information Failure Payments in a timely manner in accordance with the foregoingmanner, such Registration Delay Current Public Information Failure Payments shall bear interest at the rate of one and one half percent (11.5%) per month (prorated for partial months) until paid in full. Notwithstanding Nothing herein shall limit the foregoingBuyer’s right to pursue actual damages for the Current Public Information Failure, no Registration Delay Payments and the Buyer shall be owed have the right to an Investor (other than with respect pursue all remedies available to a Maintenance Failure resulting from a suspension it at law or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (in equity including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable)a decree of specific performance and/or injunctive relief.

Current Public Information Failure. If a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason after the initial Effective Date (other than during an Allowable Grace Period and, if the Registration Statement is on Form S-1, except during the ten (10) Business Days following the filing of the Company’s Annual Report on Form 10-K), and either (x) Reporting Period the Company fails for to file with the SEC any reason to satisfy required reports under Section 13 or 15(d) of the requirements of Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictionsif applicable) (a “Current Public Information Failure”)) as a result of which the Investor is unable to sell all of the Shares without restriction under Rule 144, then, as partial relief for the damages to any holder the Investor by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder the Investor (by wire transfer of Registrable Securities relating immediately available funds to such Registration Statement an account specified in writing by the Investor) an amount in cash equal to one percent (1%) 1.0% of such Investor’s Purchase Price (as defined in the Securities Purchase Agreement) (1) on number of unsold Shares which the date Investor would then be contractually entitled to sell during the period of such Current Public Information Failure, as applicable, multiplied by the VWAP of the Common Stock on the date hereof immediately prior to execution of this Agreement on (i) the date of each Current Public Information Failure and (2ii) on every thirty (30) day anniversary of a such Current Public Information Failure until the earlier of (i1) the date such Current Public Information Failure is cured and (ii2) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities the Investor shall be entitled pursuant to this Section 2(e16(b) are referred to herein as “Registration Delay Current Public Information Failure Payments.” Following the initial Registration Delay Current Public Information Failure Payment for any a particular event or failure (which shall be paid on the date of such event or failure, failure as set forth above), without limiting the foregoing, if an event or a failure giving rise to the Registration Delay Current Public Information Failure Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Current Public Information Failure Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Current Public Information Failure Payments in a timely manner in accordance with the foregoing, such Registration Delay Current Public Information Failure Payments shall bear interest at the rate of one percent (1%) 1.0% per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).