Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”), or (B) not declared effective by the SEC on or before the Effectiveness Date (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock (a “Maintenance 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), the Company shall reduce the exercise price of the Warrants by $0.005 for each day of a Filing Failure, an Effectiveness Failure and a Maintenance Failure; provided, however, the exercise price shall not be reduced below $0.50.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”), or (B) not declared effective by the SEC on or before the Effectiveness Date (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock Stock) (a “Maintenance 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), the Company shall reduce the exercise price of the Warrants by $0.005 for each day of a Filing Failure, an Effectiveness Failure and a Maintenance Failure; provided, however, the exercise price shall not be reduced below $0.50.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”), or (B) not declared effective by the SEC on or before the applicable Effectiveness Date (an “Effectiveness Failure”) Deadline or (ii) on any day after the Effective Date Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such the Registration Statement (including, without limitation, because of a failure to keep such the Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such the Registration Statement or a failure to register sufficient shares of Common Stock (a “Maintenance Failure”Stock), then, as partial relief for the damages to any holder Investor 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), a Trigger Event (as defined in the Company Warrant) shall reduce be deemed to have occurred and the number of shares issuable upon the exercise price of the Warrants by $0.005 for each day of a Filing Failure, an Effectiveness Failure Warrant shall be as specified in the Warrant. The Warrant Shares shall be deemed Registrable Securities and a Maintenance Failure; provided, however, the exercise price shall not be reduced below $0.50required to be registered as any other Registrable Securities.