Common use of Non-Registration Event Clause in Contracts

Non-Registration Event. The Company acknowledges and agrees that the Holders will suffer material damages if the Registration Statement is not declared effective by the Commission by the Required Effective Date and maintained in the manner and within the time periods contemplated by Section 8.2 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 Required Effective Date (the “Non-Registration Event”), then, for so long as the Non-Registration Event shall continue, the Company shall pay to each Holder as liquidated damages for each month during the pendency of such Non-Registration Event an amount equal to one (1%) percent per month (pro rated for any portion thereof) of the aggregate value of the Warrant Shares underlying the Holder’s Closing Warrants then held by such Holder (which shall be measured at $4.00 per share); provided, however, that no amount in liquidated damages shall be paid to any Holder pursuant to this Section 8.4 for the Company’s failure to register the Warrant Shares if such failure is as a result of an interpretation by the Commission that Securities Act Rule 415 prohibits such registration. Payments to be made pursuant to this Section 8.4 shall be due and payable to the Holders in immediately available funds within ten (10) business days after receipt of written demand from a Holder.