THE
COMPANY, IN THE BEST INTERESTS OF THE COMPANY; PROVIDED, FURTHER, THAT, IF THE
RESALE SHELF REGISTRATION STATEMENT WAS NOT FILED ON FORM S-3, SUCH NUMBER OF
DAYS SHALL NOT INCLUDE THE FIFTEEN (15) CALENDAR DAYS FOLLOWING THE FILING OF
ANY FORM 8-K, FORM 10-Q OR FORM 10-K, OR OTHER COMPARABLE FORM, FOR PURPOSES OF
FILING A POST-EFFECTIVE AMENDMENT TO THE RESALE SHELF REGISTRATION STATEMENT.
6
(B)
UPON A SUSPENSION EVENT, THE COMPANY SHALL GIVE WRITTEN NOTICE
(A "SUSPENSION NOTICE") TO EACH HOLDER TO SUSPEND SALES OF THE REGISTRABLE
SHARES, AND SUCH NOTICE SHALL STATE THAT SUCH SUSPENSION SHALL CONTINUE ONLY FOR
SO LONG AS THE SUSPENSION EVENT OR ITS EFFECT IS CONTINUING AND THE COMPANY IS
PURSUING WITH REASONABLE DILIGENCE THE COMPLETION OF THE MATTER GIVING RISE TO
THE SUSPENSION EVENT OR OTHERWISE TAKING ALL REASONABLE STEPS TO TERMINATE
SUSPENSION OF THE EFFECTIVENESS OR USE OF THE REGISTRATION STATEMENT WITHIN THE
TIME LIMITS CONTEMPLATED PURSUANT TO SECTION 3(A).
IN NO EVENT SHALL THE
COMPANY, WITHOUT THE PRIOR WRITTEN CONSENT OF A HOLDER, DISCLOSE TO THE HOLDER
ANY OF THE FACTS OR CIRCUMSTANCES GIVING RISE TO THE SUSPENSION EVENT. THE
HOLDER SHALL NOT EFFECT ANY SALES OF THE REGISTRABLE SHARES PURSUANT TO SUCH
REGISTRATION STATEMENT (OR SUCH FILINGS) AT ANY TIME AFTER IT HAS RECEIVED A
SUSPENSION NOTICE AND PRIOR TO RECEIPT OF AN END OF SUSPENSION NOTICE.
THE
HOLDER MAY RESUME EFFECTING SALES OF THE REGISTRABLE SHARES UNDER THE
REGISTRATION STATEMENT (OR SUCH FILINGS) FOLLOWING FURTHER NOTICE TO SUCH EFFECT
(AN "END OF SUSPENSION NOTICE") FROM THE COMPANY.
THIS END OF SUSPENSION NOTICE
SHALL BE GIVEN BY THE COMPANY TO THE HOLDER IN THE MANNER DESCRIBED ABOVE
PROMPTLY FOLLOWING THE CONCLUSION OF ANY SUSPENSION EVENT AND ITS EFFECT.
(C)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IF THE
COMPANY GIVES A SUSPENSION NOTICE PURSUANT TO THIS SECTION 3 WITH RESPECT TO THE
RESALE SHELF REGISTRATION STATEMENT, THE COMPANY SHALL EXTEND THE PERIOD DURING
WHICH SUCH RESALE SHELF REGISTRATION STATEMENT SHALL BE MAINTAINED EFFECTIVE
UNDER THIS AGREEMENT BY THE NUMBER OF DAYS DURING THE PERIOD FROM THE DATE OF
THE GIVING OF THE SUSPENSION NOTICE TO AND INCLUDING THE DATE WHEN HOLDERS SHALL
HAVE RECEIVED THE END OF SUSPENSION NOTICE AND COPIES OF THE SUPPLEMENTED OR
AMENDED PROSPECTUS NECESSARY TO RESUME SALES; PROVIDED, HOWEVER, SUCH PERIOD OF
TIME SHALL NOT BE EXTENDED BEYOND THE DATE THAT THE SHARES ARE NO LONGER
REGISTRABLE SHARES.
(D)
IF ANY ADDITIONAL SHARES ARE ISSUED OR DISTRIBUTED TO THE HOLDER
AFTER THE LATER OF (I) THE EFFECTIVENESS OF THE RESALE SHELF REGISTRATION
STATEMENT OR (II) THE EFFECTIVE TIME, OR SUCH ADDITIONAL SHARES WERE OTHERWISE
NOT INCLUDED IN A PRIOR REGISTRATION STATEMENT, THEN THE COMPANY SHALL AS SOON
AS PRACTICABLE, AT THE OPTION OF THE COMPANY AND SUBJECT TO COMPLIANCE WITH
SECTION 2(B) WITH RESPECT TO THE HOLDER OF THE REGISTRABLE SHARES WITH RESPECT
TO WHICH SUCH ADDITIONAL SHARES ARE ISSUED, EITHER (A) FILE AN ADDITIONAL SHELF
REGISTRATION STATEMENT (INCLUDING THE PROSPECTUS, AMENDMENTS AND SUPPLEMENTS