INFORMATION); AND (IV) COMPLY WITH THE PROVISIONS
OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF
ALL REGISTRABLE SHARES COVERED BY SUCH REGISTRATION STATEMENT AS SO AMENDED OR
IN SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
NOTIFY THE INVESTORS AND INVESTORS' COUNSEL
AS PROMPTLY AS REASONABLY POSSIBLE:
(I)
WHEN THE SEC NOTIFIES THE COMPANY WHETHER
THERE WILL BE A "REVIEW" OF A REGISTRATION STATEMENT AND WHENEVER THE SEC
COMMENTS IN WRITING ON SUCH REGISTRATION STATEMENT; AND
(II)
WHEN A REGISTRATION STATEMENT, OR ANY
POST-EFFECTIVE AMENDMENT OR SUPPLEMENT THERETO, HAS BECOME EFFECTIVE, AND AFTER
THE EFFECTIVENESS THEREOF: (A) OF ANY REQUEST BY THE
5
SEC or any other federal or state governmental authority for amendments or
supplements to the Registration Statement or Prospectus or for additional
information; (B) of the issuance by the SEC or any state securities commission
of any stop order suspending the effectiveness of the Registration Statement
covering any or all of the Registrable Shares or the initiation of any
proceedings for that purpose; and (C) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Shares for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose.
Without limitation of any remedies to which the Investors may be
entitled under this Agreement, the Warrants or otherwise, if any of the events
described in Section 4(c)(ii)(A), 4(c)(ii)(B), and 4(c)(ii)(C) occur, the
Company shall use its best efforts to respond to and correct the event.
(D)
IMMEDIATELY NOTIFY THE INVESTORS AND THEIR
COUNSEL OF THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH THE PROSPECTUS
INCLUDED IN OR RELATING TO A REGISTRATION STATEMENT CONTAINS AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMITS ANY FACT NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING OR THE OCCURRENCE OF ANY FACTS OR EVENTS ARISING AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT (OR THE MOST RECENT POST-EFFECTIVE
AMENDMENT THEREOF) WHICH, INDIVIDUALLY OR IN THE AGGREGATE, REPRESENT A
FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT;
AND, THEREAFTER, THE COMPANY WILL AS PROMPTLY AS POSSIBLE PREPARE (AND, WHEN
COMPLETED, PROMPTLY GIVE WRITTEN NOTICE TO EACH INVESTOR) A SUPPLEMENT OR
AMENDMENT TO SUCH PROSPECTUS SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS
OF SUCH REGISTRABLE SHARES, SUCH PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE ANY FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING; PROVIDED THAT UPON RECEIPT OF SUCH NOTIFICATION FROM THE
COMPANY, THE INVESTORS WILL NOT OFFER OR SELL REGISTRABLE SHARES PURSUANT TO
SUCH PROSPECTUS UNTIL THE COMPANY HAS NOTIFIED THE INVESTORS THAT IT HAS
PREPARED A SUPPLEMENT OR AMENDMENT TO SUCH PROSPECTUS AND DELIVERED COPIES OF
SUCH SUPPLEMENT OR AMENDMENT TO THE INVESTORS (IT BEING UNDERSTOOD AND AGREED BY
THE COMPANY THAT THE FOREGOING PROVISO SHALL IN NO WAY DIMINISH OR OTHERWISE
IMPAIR THE COMPANY'S OBLIGATION TO AS PROMPTLY AS POSSIBLE PREPARE