"EFFECTIVENESS PERIOD").
(D)
THE COMPANY SHALL NOTIFY THE INVESTORS IN WRITING PROMPTLY (AND IN ANY
EVENT WITHIN TWO TRADING DAYS) AFTER RECEIVING NOTIFICATION FROM THE SEC THAT
THE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE.
(E)
SHOULD AN EVENT (AS DEFINED BELOW) OCCUR, THEN UPON THE OCCURRENCE OF SUCH
EVENT, AND EACH THIRTY (30) DAYS THEREAFTER UNTIL THE APPLICABLE EVENT IS CURED,
THE COMPANY SHALL PAY TO EACH INVESTOR AN AMOUNT IN CASH, AS LIQUIDATED DAMAGES
AND NOT AS A PENALTY, EQUAL TO ONE AND A HALF PERCENT (1.5%) OF THE GREATER OF
(I) THE WEIGHTED AVERAGE MARKET PRICE OF THE COMMON SHARES (ASSUMING NO
RESTRICTIONS ON SALE) DURING SUCH 30-DAY PERIOD, OR (II) THE MARKET PRICE OF THE
COMMON SHARES FIVE (5) DAYS AFTER THE CLOSING (ASSUMING NO RESTRICTIONS ON SALE)
("CLOSING MARKET PRICE") UNTIL THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE
OR, AS TO ANY COMMON SHARES, UNTIL ALL OF SUCH COMMON SHARES CAN BE SOLD IN A
SINGLE TRANSACTION PURSUANT TO SEC RULE 144; PROVIDED, HOWEVER, THAT THE
LIQUIDATED DAMAGES AMOUNT UNDER THIS PROVISION SHALL BE PAID IN CASH, AND THAT
THE TOTAL AMOUNT OF PAYMENTS PURSUANT TO THIS SECTION 6.1(E) SHALL NOT EXCEED,
WHEN AGGREGATED WITH ALL SUCH PAYMENTS PAID TO ALL INVESTORS, TEN PERCENT (10%)
OF THE CLOSING MARKET PRICE.
THE PAYMENTS TO WHICH AN INVESTOR SHALL BE
ENTITLED PURSUANT TO THIS SECTION 6.1(E) ARE REFERRED TO HEREIN AS "EVENT
PAYMENTS."
ANY EVENT PAYMENTS PAYABLE PURSUANT TO THE TERMS HEREOF SHALL APPLY
ON A PRO RATED BASIS FOR ANY PORTION OF A MONTH PRIOR TO THE CURE OF AN EVENT.
IN THE EVENT THE COMPANY FAILS TO MAKE EVENT PAYMENTS IN A TIMELY MANNER, SUCH
EVENT PAYMENTS SHALL BEAR INTEREST AT THE RATE OF ONE PERCENT (1.0%) PER MONTH
(PRORATED FOR PARTIAL MONTHS) UNTIL PAID IN FULL.
ALL PRO RATED CALCULATIONS
MADE PURSUANT TO THIS PARAGRAPH SHALL BE BASED UPON THE ACTUAL NUMBER OF DAYS IN
SUCH PRO RATED MONTH.
For such purposes, each of the following shall constitute an "Event":
(I)
THE REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE ON OR PRIOR TO THE
REQUIRED EFFECTIVENESS DATE;
(II)
EXCEPT AS PROVIDED FOR IN SECTION 6.1(F) (THE "EXCLUDED EVENTS"), AFTER
THE EFFECTIVE DATE, AN INVESTOR IS NOT PERMITTED TO SELL REGISTRABLE SECURITIES
UNDER THE REGISTRATION STATEMENT (OR A SUBSEQUENT REGISTRATION STATEMENT FILED
IN REPLACEMENT THEREOF) FOR ANY REASON (OTHER THAN THE FAULT OF SUCH INVESTOR)
FOR FIVE OR MORE TRADING DAYS (WHETHER OR NOT CONSECUTIVE);
(III)
EXCEPT AS A RESULT OF THE EXCLUDED EVENTS, THE COMMON STOCK IS NOT LISTED
OR QUOTED, OR IS SUSPENDED FROM TRADING, ON AN ELIGIBLE MARKET FOR A PERIOD OF
THREE CONSECUTIVE TRADING DAYS DURING THE EFFECTIVENESS PERIOD;
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(IV)
WITH RESPECT TO AN INVESTOR, THE COMPANY FAILS FOR ANY REASON TO DELIVER A
CERTIFICATE EVIDENCING ANY SECURITIES TO SUCH INVESTOR WITHIN FIVE TRADING DAYS
AFTER DELIVERY OF SUCH CERTIFICATE AS REQUIRED PURSUANT TO ANY TRANSACTION
DOCUMENT; OR
(V)
DURING THE EFFECTIVENESS PERIOD, EXCEPT AS A RESULT OF THE EXCLUDED
EVENTS, THE