REFLECTED IN A FORMAL RESOLUTION OF THE BOARD,
THE CONTINUED EFFECTIVENESS OF THE REGISTRATION STATEMENT COVERING THE SHARES
WOULD BE DETRIMENTAL TO THE COMPANY, AND THE BOARD CONCLUDES, AS A RESULT, THAT
IT IS IN THE BEST INTERESTS OF THE COMPANY TO SUSPEND THE EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT AT SUCH TIME, THEN THE COMPANY SHALL PROMPTLY DELIVER A
CERTIFICATE IN WRITING TO THE INVESTOR (THE "SUSPENSION NOTICE") TO THE EFFECT
OF THE FOREGOING AND, UPON RECEIPT OF SUCH SUSPENSION NOTICE, THE INVESTOR WILL
REFRAIN FROM SELLING ANY SHARES PURSUANT TO THE REGISTRATION STATEMENT (A
"SUSPENSION") UNTIL THE INVESTOR'S RECEIPT OF COPIES OF A SUPPLEMENTED OR
AMENDED PROSPECTUS PREPARED AND FILED BY THE COMPANY, OR UNTIL IT IS ADVISED IN
WRITING BY THE COMPANY THAT THE CURRENT PROSPECTUS MAY BE USED, AND HAS RECEIVED
COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE IN ANY SUCH PROSPECTUS.
IN THE EVENT OF ANY
SUSPENSION, THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE
THE USE OF THE PROSPECTUS SO SUSPENDED TO BE RESUMED WITHIN 30 DAYS AFTER
DELIVERY OF A SUSPENSION NOTICE TO THE INVESTORS.
IN ADDITION TO AND WITHOUT
LIMITING ANY OTHER REMEDIES (INCLUDING, WITHOUT LIMITATION, AT LAW OR AT EQUITY)
AVAILABLE TO THE INVESTOR, THE INVESTOR SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE IN THE EVENT THAT THE COMPANY FAILS TO COMPLY WITH THE PROVISIONS OF
THIS SECTION 6.2(C).
(D)
NOTWITHSTANDING THE FOREGOING PARAGRAPHS OF
THIS SECTION 6.2, THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
ENSURE THAT THE INVESTOR SHALL NOT BE PROHIBITED FROM SELLING SHARES UNDER THE
REGISTRATION STATEMENT AS A RESULT OF SUSPENSIONS ON MORE THAN TWO OCCASIONS OF
NOT MORE THAN 60 DAYS IN ANY TWELVE MONTH PERIOD.
(E)
PROVIDED THAT A SUSPENSION IS NOT THEN IN
EFFECT THE INVESTOR MAY SELL SHARES UNDER THE REGISTRATION STATEMENT, PROVIDED
THAT IT ARRANGES FOR DELIVERY OF A CURRENT PROSPECTUS TO THE TRANSFEREE OF SUCH
SHARES.
UPON RECEIPT OF A REQUEST THEREFOR, THE COMPANY WILL PROVIDE AN
ADEQUATE NUMBER OF CURRENT PROSPECTUSES TO THE INVESTOR AND TO ANY OTHER PARTIES
REQUIRING SUCH PROSPECTUSES.
(F)
IN THE EVENT OF A SALE OF SHARES BY THE
INVESTOR, UNLESS SUCH REQUIREMENT IS WAIVED BY THE COMPANY IN WRITING, THE
INVESTOR MUST ALSO DELIVER TO THE COMPANY'S TRANSFER AGENT, WITH A COPY TO THE
COMPANY, A CERTIFICATE OF SUBSEQUENT SALE SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT C, SO THAT THE SHARES MAY BE PROPERLY TRANSFERRED.
D-12
6.3
INDEMNIFICATION.
FOR THE PURPOSE OF THIS
SECTION 6.3:
(A)
THE TERM "SELLING STOCKHOLDER" SHALL
INCLUDE THE INVESTOR AND EACH PERSON, IF ANY, WHO CONTROLS THE INVESTOR WITHIN
THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 20 OF THE EXCHANGE
ACT;
(B)
THE TERM "REGISTRATION STATEMENT" SHALL
INCLUDE ANY PRELIMINARY PROSPECTUS, FINAL PROSPECTUS, EXHIBIT, SUPPLEMENT OR
AMENDMENT INCLUDED IN OR RELATING TO, AND ANY DOCUMENT INCORPORATED BY REFERENCE
IN, THE REGISTRATION STATEMENT (OR DEEMED TO BE A PART THEREOF) REFERRED TO IN
SECTION