Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall # fail for any reason to satisfy the requirements of Rule 144(c)(1) or (ii) if 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) (a Public Information Failure) then, as partial relief for the damages to any holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price of such holders affected Securities on the day of a Public Information Failure and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this [Section 4(o)] are referred to herein as Public Information Failure Payments. Public Information Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Payments are incurred and # the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full.
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Datedate hereof and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities,Securities may be sold without restriction or limitation pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1), and otherwise without restriction or limitation pursuant to Rule 144, if the Company # shall # fail for any reason to satisfy the requirements ofcurrent public information requirement under Rule 144(c)(1) or (ii) if 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) (a Public“Public Information FailureFailure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial relief for theliquidated damages to any holder of Securitiesand not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holderSecurities, an amount in cash equal to onetwo percent (1.(2.0%) of the aggregate Purchase PriceSubscription Amount of such holderPurchaser’s affected Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required for the Purchasers to transfer the Shares pursuant to Rule 144. The payments to which a holderPurchaser shall be entitled pursuant to this [Section 4(o)4.2(b)] are referred to herein as Public“Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Payments are incurred and # the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0%5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance withinformation requirements under Rule 144(c)(1), if the Company shall # fail for any reason to satisfy the requirements of Rule 144(c)(1) or (ii) if 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) (a Public(each, a “Public Information FailureFailure”) then, as partial relief for the damages to any holder of Securitiesthe Buyer by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity), the Company shall pay to each such holderthe Buyer an amount in cash equal to onethree percent (1.0%(3%) of the aggregate Purchase Price on each of such holders affected Securities on the day of a Public Information Failure and on every thirtieth day (pro-(pro rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required pursuant to Rule 144.cured. The payments to which a holder shall be entitled pursuant to this [Section 4(o)k)] are referred to herein as Public“Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Payments are incurred and # the third Business Daybusiness day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0%5% per month (prorated for partial months) until paid in full.
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company # shall # fail for any reason to satisfy the requirements ofcurrent public information requirement under Rule 144(c)(1) for a period of more than 30 consecutive days or (ii) if 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) for a period of more than 30 consecutive days (a Public“Public Information FailureFailure”) then, in addition to the Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, as partial relief for theliquidated damages to any holder of Securitiesand not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holderShares, an amount in cash equal to onetwo percent (1.0%) of the aggregate Purchase PriceSubscription Amount of such holderthe Purchaser’s affected SecuritiesShares (still then held by the Purchaser) on the day of a Public Information Failure and on every thirtieth30th day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required for the Purchasers to transfer the Shares pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this [Section 4(o)] are referred to herein as Public Information Failure Payments. Public Information Failure Paymentspayments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Paymentspayments are incurred and # the third Businesssecond Trading Day after the event or failure giving rise to the Public Information Failure Paymentspayments is cured. In the event the Company fails to make Public Information Failure Paymentspayments in a timely manner, such Public Information Failure Paymentspayments shall bear interest at the rate of 1.0%one and one-half percent per month (prorated for partial months) until paid in full. Nothing herein shall limit the Purchaser’s right to pursue actual damages for the Public Information Failure, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
Rule 144 Availability; Public Information. At any timeall times during the period commencing from the six (6) month anniversary ofon the Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, maySecurities can be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if under the 1933 Act and otherwise without restriction or limitation pursuant to Rule 144 under the 1933 Act, the Company shall use its reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act to the Investor with regard to the Shares and the Warrant Shares, including compliance with Rule 144(c)(1) under the 1933 Act. If, # at any time the Investor owns any Securities, the Company shall fail for any reason to satisfy the requirements ofcurrent public information requirement under Rule 144(c)(1) under the 1933 Act (a “Public Information Failure”), or (ii) if 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 forthtake such action as is reasonably requested by the Investor to enable the Investor to sell the Shares and the Warrant Shares pursuant to Rule 144 under the 1933 Act (including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144 under the 1933 Act), then, in Rule 144(i)(2) (a Public Information Failure) then,either case, in addition to the Investor’s other available remedies, the Company shall pay to the Investor, in cash, as partial relief for theliquidated damages to any holder of Securitiesand not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holderSecurities, an amount in cash equal to onetwo percent (1.(2.0%) of the aggregate Purchase Price of such holderthe Investor’s affected Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-(pro rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required for the Investor to transfer the Shares and the Warrant Shares pursuant to Rule 144.144 under the 1933 Act. The payments to which a holderthe Investor shall be entitled pursuant to this [Section 4(o)]8] are referred to herein as Public Information“Rule 144 Failure Payments. Public Information” Rule 144 Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public InformationRule 144 Failure Payments are incurred and # the third Business(3rd) Trading Day after the event or failure giving rise to the Public InformationRule 144 Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full.
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Datedate hereof and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities,Warrant Shares (assuming cashless exercise) may be sold without restriction or limitation pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1), and otherwise without restriction or limitation pursuant to Rule 144, if the Company # shall # fail for any reason to satisfy the requirements ofcurrent public information requirement under Rule 144(c)(1) or (ii) if 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) (a Public“Public Information FailureFailure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial relief for theliquidated damages to any holder of Securitiesand not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holderWarrant Shares, an amount in cash equal to onetwo percent (1.(2.0%) of the aggregate PurchaseExercise Price of such holderPurchaser’s affected SecuritiesWarrants on the day of a Public Information Failure and on every thirtieth (30th) day (pro-(pro rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required for the Purchasers to transfer the Warrant Shares pursuant to Rule 144. The payments to which a holderPurchaser shall be entitled pursuant to this [Section 4(o)4.2(b)] are referred to herein as Public“Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Payments are incurred and # the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0%5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Datedate hereof and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities,Warrant Shares (assuming cashless exercise) may be sold without restriction or limitation pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1), and otherwise without restriction or limitation pursuant to Rule 144, if the Company # shall # fail for any reason to satisfy the requirements ofcurrent public information requirement under Rule 144(c)(1) or (ii) if 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) (a Public“Public Information FailureFailure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial relief for theliquidated damages to any holder of Securitiesand not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holderWarrant Shares, an amount in cash equal to onetwo percent (1.(2.0%) of the aggregate PurchaseExercise Price of such holderPurchaser’s affected SecuritiesWarrants on the day of a Public Information Failure and on every thirtieth (30th) day (pro-(pro rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required for the Purchasers to transfer the Warrant Shares pursuant to Rule 144. The payments to which a holderPurchaser shall be entitled pursuant to this [Section 4(o)4.2(b)] are referred to herein as Public“Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Payments are incurred and # the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0%5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.
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