Common use of Non-Registration Event Clause in Contracts

Non-Registration Event. The Company acknowledges and agrees that the Holder(s) will suffer material damages if the Registration Statement is not declared effective by the Commission within 180 days after the Closing Date and maintained in the manner and within the time periods contemplated by Section 1 hereof, and it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if the Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Closing Date (the “Non-Registration Event”), then, for so long as the Non-Registration Event shall continue, the Company shall pay to each Investor as liquidated damages for each month during the pendency of such Non-Registration Event an amount equal to one (1%) percent per month (or part thereof) of the aggregate purchase price paid for the Shares and, if exercised, the Warrant Shares in accordance with the terms of the Securities Purchase Agreement. Payments to be made pursuant to this Section 1.9 shall be due and payable to the Investors in immediately available funds within ten (10) business days after receipt of written demand from an Investor.