"REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING A REGISTRATION STATEMENT OR
STATEMENTS IN COMPLIANCE WITH THE SECURITIES ACT AND PURSUANT TO RULE 415 AND
THE DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT BY
THE SEC.
1.8
"RULE 415" MEANS RULE 415 UNDER THE SECURITIES ACT, OR ANY
SUCCESSOR RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS BASIS, AND
APPLICABLE RULES AND REGULATIONS THEREUNDER.
1.9
"SECOND CLOSING DATE" SHALL HAVE THE MEANING SUBSCRIBED TO IT IN
THE PURCHASE AGREEMENT.
1.10
"SECURITIES" MEANS THE COMMON SHARES AND THE WARRANTS SOLD PURSUANT
TO THE PURCHASE AGREEMENT.
1.11
"WARRANTS" MEANS THE WARRANTS TO PURCHASE SHARES OF THE COMPANY'S
COMMON STOCK SOLD PURSUANT TO THE PURCHASE AGREEMENT.
1.12
"WARRANT SHARES" MEANS THE SHARES OF THE COMPANY'S COMMON STOCK
THAT MAY BE PURCHASED UPON EXERCISE OF THE WARRANTS.
ARTICLE II
REGISTRATION
2.1
MANDATORY REGISTRATION.
THE COMPANY SHALL FILE WITH THE SEC A
REGISTRATION STATEMENT ON FORM S-1, OR SUCH OTHER FORM AS MAY THEN BE AVAILABLE
TO EFFECT A REGISTRATION OF ALL OF THE REGISTRABLE SECURITIES, REGISTERING ALL
OF THE REGISTRABLE SECURITIES FOR RESALE PRIOR TO THE EARLIER OF (I) 30 DAYS
AFTER THE SECOND CLOSING DATE UNDER THE PURCHASE AGREEMENT OR (II) JUNE 30, 2006
(THE "REQUIRED FILING DATE").
2.2
EFFECTIVENESS OF THE REGISTRATION STATEMENT.
THE COMPANY WILL USE
ITS BEST EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY
THE SEC AS SOON AS PRACTICABLE AFTER FILING, AND IN ANY EVENT NO LATER THAN THE
60TH DAY AFTER THE REQUIRED FILING DATE (THE "REQUIRED EFFECTIVE DATE").
HOWEVER, SO LONG AS THE COMPANY FILED THE REGISTRATION STATEMENT BY THE REQUIRED
FILING DATE, (A) IF THE SEC TAKES THE POSITION THAT REGISTRATION OF THE RESALE
OF THE REGISTRABLE SECURITIES BY THE INVESTORS IS NOT AVAILABLE UNDER APPLICABLE
LAWS, RULES AND REGULATIONS AND THAT THE COMPANY MUST REGISTER THE OFFERING OF
THE REGISTRABLE SECURITIES AS A PRIMARY OFFERING BY THE COMPANY, OR (B) IF THE
REGISTRATION STATEMENT RECEIVES SEC REVIEW, THEN THE REQUIRED EFFECTIVE DATE
WILL BE THE 120TH DAY AFTER THE REQUIRED FILING DATE.
IN THE CASE OF AN SEC
RESPONSE DESCRIBED IN CLAUSE (A), THE COMPANY WILL, WITHIN 40 BUSINESS DAYS
AFTER THE DATE THE COMPANY RECEIVES SUCH SEC RESPONSE, FILE A REGISTRATION
STATEMENT AS A PRIMARY OFFERING.
THE COMPANY'S BEST EFFORTS WILL
2
INCLUDE, BUT NOT BE LIMITED TO, PROMPTLY RESPONDING TO ALL COMMENTS RECEIVED
FROM THE STAFF OF THE SEC.
IF THE COMPANY RECEIVES NOTIFICATION FROM THE SEC
THAT THE REGISTRATION STATEMENT WILL RECEIVE NO ACTION OR REVIEW FROM THE SEC,
THEN THE COMPANY WILL CAUSE THE REGISTRATION STATEMENT TO BECOME EFFECTIVE
WITHIN FIVE BUSINESS DAYS AFTER SUCH SEC NOTIFICATION.
ONCE THE REGISTRATION
STATEMENT IS DECLARED EFFECTIVE BY THE SEC, THE COMPANY WILL CAUSE THE
REGISTRATION STATEMENT TO REMAIN EFFECTIVE THROUGHOUT THE REGISTRATION PERIOD,
EXCEPT AS PERMITTED UNDER SECTION 3.
ON THE DATE OF EACH MONTHLY ANNIVERSARY OF
THE DATE ON WHICH ANY BREACH OF THIS SECTION 2.2 FIRST OCCURS (INCLUDING FAILURE