COMPANY FAILS TO HAVE ANY SHARES LISTED ON AN ELIGIBLE MARKET.
(F)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AFTER 60
CONSECUTIVE TRADING DAYS OF CONTINUOUS EFFECTIVENESS OF THE INITIAL REGISTRATION
STATEMENT FILED AND DECLARED EFFECTIVE PURSUANT TO THIS AGREEMENT, THE COMPANY
MAY, BY WRITTEN NOTICE TO THE INVESTORS, SUSPEND SALES UNDER A REGISTRATION
STATEMENT AFTER THE EFFECTIVE DATE THEREOF AND/OR REQUIRE THAT THE INVESTORS
IMMEDIATELY CEASE THE SALE OF SHARES OF COMMON STOCK PURSUANT THERETO AND/OR
DEFER THE FILING OF ANY SUBSEQUENT REGISTRATION STATEMENT IF THE COMPANY IS
ENGAGED IN A MATERIAL MERGER, ACQUISITION OR SALE AND THE BOARD OF DIRECTORS
DETERMINES IN GOOD FAITH, BY APPROPRIATE RESOLUTIONS, THAT, AS A RESULT OF SUCH
ACTIVITY, (A) IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY (OTHER THAN AS
RELATING SOLELY TO THE PRICE OF THE COMMON STOCK) TO MAINTAIN A REGISTRATION
STATEMENT AT SUCH TIME OR (B) IT IS IN THE BEST INTERESTS OF THE COMPANY TO
SUSPEND SALES UNDER SUCH REGISTRATION AT SUCH TIME.
UPON RECEIPT OF SUCH
NOTICE, EACH INVESTOR SHALL IMMEDIATELY DISCONTINUE ANY SALES OF REGISTRABLE
SECURITIES PURSUANT TO SUCH REGISTRATION UNTIL SUCH INVESTOR IS ADVISED IN
WRITING BY THE COMPANY THAT THE CURRENT PROSPECTUS OR AMENDED PROSPECTUS, AS
APPLICABLE, MAY BE USED.
IN NO EVENT, HOWEVER, SHALL THIS RIGHT BE EXERCISED TO
SUSPEND SALES BEYOND THE PERIOD DURING WHICH (IN THE GOOD FAITH DETERMINATION OF
THE COMPANY'S BOARD OF DIRECTORS) THE FAILURE TO REQUIRE SUCH SUSPENSION WOULD
BE MATERIALLY DETRIMENTAL TO THE COMPANY.
THE COMPANY'S RIGHTS UNDER THIS
SECTION 6(F) MAY BE EXERCISED FOR A PERIOD OF NO MORE THAN 20 TRADING DAYS AT A
TIME AND NOT MORE THAN TWO TIMES IN ANY TWELVE-MONTH PERIOD, WITHOUT SUCH
SUSPENSION BEING CONSIDERED AS PART OF AN EVENT PAYMENT DETERMINATION.
IMMEDIATELY AFTER THE END OF ANY SUSPENSION PERIOD UNDER THIS SECTION 6(F), THE
COMPANY SHALL TAKE ALL NECESSARY ACTIONS (INCLUDING FILING ANY REQUIRED
SUPPLEMENTAL PROSPECTUS) TO RESTORE THE EFFECTIVENESS OF THE APPLICABLE
REGISTRATION STATEMENT AND THE ABILITY OF THE INVESTORS TO PUBLICLY RESELL THEIR
REGISTRABLE SECURITIES PURSUANT TO SUCH EFFECTIVE REGISTRATION STATEMENT.
(G)
EXCEPT AS SET FORTH ON SCHEDULE 6.1(G), THE COMPANY SHALL NOT, FROM THE
DATE HEREOF UNTIL THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, PREPARE AND
FILE WITH THE SEC A REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY
SECURITIES, OTHER THAN ANY REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT TO
A REGISTRATION STATEMENT (OR SUPPLEMENT THERETO) RELATING TO THE COMPANY'S
EMPLOYEE BENEFIT PLANS REGISTERED ON FORM S-8.
6.2
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE COMPANY'S REGISTRATION
OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)
(A) PERMIT LEGAL COUNSEL TO REVIEW AND COMMENT UPON (I) A REGISTRATION
STATEMENT AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO ITS FILING WITH THE SEC AND
(II) ALL AMENDMENTS AND SUPPLEMENTS TO ALL REGISTRATION STATEMENTS (EXCEPT FOR
ANNUAL REPORTS ON FORM 10-K, AND REPORTS ON FORM 10-Q AND ANY SIMILAR OR
SUCCESSOR REPORTS) WITHIN A REASONABLE NUMBER