MAINTAIN THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT THEN IN EFFECT UNTIL SUCH TIME AS A
REGISTRATION STATEMENT ON FORM S-3 COVERING THE REGISTRABLE SECURITIES HAS BEEN
DECLARED EFFECTIVE BY THE SEC OR THE COMPANY IS NO LONGER OBLIGATED TO MAINTAIN
A REGISTRATION STATEMENT FOR THE REGISTRABLE SECURITIES PURSUANT TO THE TERMS
HEREOF.
3. RELATED OBLIGATIONS.
At such time as the Company is obligated to file a Registration Statement with
the SEC pursuant to Section 2(a) or 2(c), the Company will use commercially
reasonable efforts to effect the registration of the Registrable Securities in
accordance with the intended method of disposition thereof and, pursuant
thereto, the Company shall have the following obligations:
(A) SUBJECT TO SECTION (C) BELOW, THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN
FIVE (5) BUSINESS DAYS AFTER THE COMPANY LEARNS THAT NO REVIEW OF A PARTICULAR
REGISTRATION STATEMENT WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF
HAS NO FURTHER COMMENTS ON A PARTICULAR REGISTRATION STATEMENT, AS THE CASE
MAY BE, A REQUEST FOR ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT TO A TIME AND DATE NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF
SUCH REQUEST. THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO KEEP THE
REGISTRATION STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE
EARLIER OF (I) THE DATE AS OF WHICH THE INVESTORS MAY SELL ALL OF THE
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT WITHOUT THE VOLUME
LIMITATIONS PURSUANT TO RULE 144(E) (OR ANY SUCCESSOR THERETO) PROMULGATED UNDER
THE SECURITIES ACT, (II) SUCH TIME AS THE REGISTRABLE SECURITIES HAVE BEEN SOLD
PURSUANT TO THE REGISTRATION STATEMENT, OR (III) TWO YEARS FROM THE
EFFECTIVENESS OF THE FIRST REGISTRATION STATEMENT FILED HEREUNDER; PROVIDED
HOWEVER, THAT AFTER SUCH TWO YEARS IF COUNSEL TO AN INVESTOR (WHICH MAY BE
IN-HOUSE COUNSEL) ADVISES AN INVESTOR IN WRITING THAT SUCH INVESTOR IS UNABLE TO
FREELY SELL REGISTRABLE SECURITIES PURSUANT TO RULE 144(K), THEN THE COMPANY
SHALL MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT FOR THE CONVERSION SHARES
UNTIL CLAUSE (I) OR (II) IS SATISFIED, BUT NOT TO EXCEED A PERIOD OF UP TO AN
ADDITIONAL TWO YEARS (TOGETHER, THE "REGISTRATION PERIOD") IF SUCH INVESTOR HAS
CONTINUOUSLY HELD SUCH CONVERSION SHARES (OR THE NOTES RELATING THERETO TWO
YEARS FROM THE DATE HEREOF). THE COMPANY SHALL TAKE COMMERCIALLY REASONABLE
EFFORTS TO ENSURE THAT EACH REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND PROSPECTUSES CONTAINED THEREIN) SHALL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO
BE STATED THEREIN, OR NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF
PROSPECTUSES, IN THE LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE) NOT
MISLEADING.
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(B) THE COMPANY SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION STATEMENT AND THE
PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT, WHICH PROSPECTUS
IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED UNDER THE SECURITIES ACT, AS
MAY BE NECESSARY TO