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 Commission on or before the respective Filing Deadline or (B) not declared effective by the Commission on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the Commission (other than during an Allowable Grace Period) 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), 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 Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to an applicable Purchaser liquidated damages at a rate equal to one percent (1.0%) for every thirty days after such failure (prorated for periods of less than 30 days) of the total purchase price of the Registrable Securities purchased by such Purchaser pursuant to the Securities Purchase Agreement and held by such Purchaser as of the relevant date; provided, however, that in no event shall such damages, in the aggregate, exceed ten percent (10%) of the total purchase price of the Registrable Securities purchased by such Purchaser pursuant to the Securities Purchase Agreement. Such payments shall be due within 5 days after the relevant date.

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 Commission on or before the respective Filing Deadline or (B) not declared effective by the Commission on or before the Effectiveness Deadline or (ii) on any day after such Registration Statement has been declared effective by the Commission (other than during an Allowable Grace Period) 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), 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 Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to an applicable Purchaser liquidated damages at a rate equal to one percent (1.0%) for every thirty days after such failure (prorated for periods of less than 30 days) of the total purchase price of the Registrable Securities purchased by such Purchaser pursuant to the Securities Purchase Agreement and held by such Purchaser as of the relevant date; provided, however, that in no event shall such damages, in the aggregate, exceed ten percent (10%) of the total purchase price of the Registrable Securities purchased by such Purchaser pursuant to the Securities Purchase Agreement. Such payments shall be due within 5 days after the relevant date.