NO EVENT MORE THAN
TEN BUSINESS DAYS) PREPARE AND FILE A SUPPLEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE STATEMENT OR OMISSION, AND WILL
DELIVER A NUMBER OF COPIES OF SUCH SUPPLEMENT OR AMENDMENT TO EACH INVESTOR AS
INVESTOR MAY REASONABLY REQUEST.
(B)
NOTWITHSTANDING THE OBLIGATIONS UNDER SECTION 3.6(A), IF IN THE
GOOD FAITH JUDGMENT OF THE COMPANY, FOLLOWING CONSULTATION WITH LEGAL COUNSEL,
IT WOULD BE DETRIMENTAL TO THE COMPANY AND ITS STOCKHOLDERS FOR RESALES OF
REGISTRABLE SECURITIES TO BE MADE PURSUANT TO THE REGISTRATION STATEMENT DUE TO
THE EXISTENCE OF A MATERIAL DEVELOPMENT OR POTENTIAL MATERIAL DEVELOPMENT
INVOLVING THE COMPANY WHICH THE COMPANY WOULD BE OBLIGATED TO DISCLOSE IN THE
REGISTRATION STATEMENT, BUT WHICH DISCLOSURE WOULD BE PREMATURE OR OTHERWISE
INADVISABLE AT SUCH TIME OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT UPON THE COMPANY AND ITS STOCKHOLDERS, THE COMPANY WILL HAVE THE
RIGHT TO SUSPEND THE USE OF THE REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE
THAN THIRTY (30) DAYS, PROVIDED, HOWEVER, THAT THE COMPANY MAY SO DEFER OR
SUSPEND THE USE OF THE REGISTRATION STATEMENT NO MORE THAN ONE TIME IN ANY
TWELVE-MONTH PERIOD.
(C)
SUBJECT TO THE COMPANY'S RIGHTS UNDER THIS SECTION 3, THE COMPANY
WILL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER
SUSPENSION OF EFFECTIVENESS OF A REGISTRATION STATEMENT AND, IF SUCH AN ORDER IS
ISSUED, WILL USE ITS BEST EFFORTS TO OBTAIN THE WITHDRAWAL OF SUCH ORDER AT THE
EARLIEST POSSIBLE TIME AND TO NOTIFY INVESTOR (OR, IN THE EVENT OF AN
UNDERWRITTEN OFFERING, THE MANAGING UNDERWRITERS) OF THE ISSUANCE OF SUCH ORDER
AND THE RESOLUTION THEREOF.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN
THE PURCHASE AGREEMENT, IF THE USE OF THE REGISTRATION STATEMENT IS SUSPENDED BY
THE COMPANY, THE COMPANY WILL PROMPTLY (BUT IN NO EVENT MORE THAN TWO BUSINESS
DAYS) GIVE NOTICE OF THE SUSPENSION TO INVESTOR, AND WILL PROMPTLY (BUT IN NO
EVENT MORE THAN TWO BUSINESS DAYS) NOTIFY INVESTOR AS SOON AS THE USE OF THE
REGISTRATION STATEMENT MAY BE RESUMED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN THE PURCHASE AGREEMENT, THE COMPANY WILL CAUSE THE
TRANSFER AGENT TO DELIVER UNLEGENDED SHARES OF COMMON STOCK TO A TRANSFEREE OF
INVESTOR IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT IN CONNECTION
WITH ANY SALE OF REGISTRABLE SECURITIES WITH RESPECT TO WHICH INVESTOR HAS
ENTERED INTO A CONTRACT FOR SALE PRIOR TO RECEIPT OF NOTICE OF SUCH SUSPENSION
AND FOR WHICH INVESTOR HAS NOT YET SETTLED, UNLESS OTHERWISE PROHIBITED BY LAW.
3.7
REVIEW BY INVESTOR.
THE COMPANY WILL PERMIT A SINGLE FIRM OF
LEGAL COUNSEL, DESIGNATED BY INVESTOR ("INVESTOR'S COUNSEL"), TO REVIEW THE
REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO (AS WELL AS
ALL REQUESTS FOR ACCELERATION OR EFFECTIVENESS THEREOF) A REASONABLE AMOUNT OF
TIME (NOT TO EXCEED THREE (3) DAYS) PRIOR TO THEIR FILING WITH THE SEC, AND WILL
NOT FILE ANY DOCUMENT IN A FORM TO WHICH SUCH COUNSEL