NOTES, THE REGISTRABLE
SECURITIES UNDERLYING SAME WERE REQUIRED TO BE, OR WERE INCLUDED IN, THE
REGISTRATION STATEMENT WITH RESPECT TO WHICH THE EVENT OCCURRED AND IS
CONTINUING; AND (B) IN THE CASE OF AN EVENT PURSUANT TO CLAUSE (IV), AN AMOUNT
IN CASH, AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, EQUAL TO 1.0% OF THE THEN
OUTSTANDING PRINCIPAL AMOUNT OF ALL NOTES, THE REGISTRABLE SECURITIES UNDERLYING
SAME WERE REQUIRED TO BE INCLUDED IN A THEN EFFECTIVE REGISTRATION STATEMENT IN
ACCORDANCE WITH THIS AGREEMENT. .
WHILE SUCH EVENT CONTINUES, SUCH LIQUIDATED
DAMAGES SHALL BE PAID NOT LESS OFTEN THAN EACH THIRTY (30) DAYS.
ANY UNPAID
LIQUIDATED DAMAGES AS OF THE DATE WHEN AN EVENT HAS BEEN CURED BY THE COMPANY
SHALL BE PAID WITHIN THREE (3) BUSINESS DAYS FOLLOWING THE DATE ON WHICH SUCH
EVENT HAS BEEN CURED BY THE COMPANY.
.
IF THE EVENTS DESCRIBED IN EITHER OF
CLAUSES (I) OR (II) ABOVE AROSE SOLELY BECAUSE THE APPLICABLE HOLDER OR HOLDERS
FAILED TO PROVIDE THE COMPANY WITH CERTAIN INFORMATION WITHIN 5 BUSINESS DAYS
AFTER REQUEST THEREFOR PURSUANT TO SECTION 4, LIQUIDATED DAMAGES WITH RESPECT
THERETO WILL NOT BEGIN TO ACCRUE UNTIL 20 BUSINESS DAYS AFTER SUCH INFORMATION
HAS BEEN PROVIDED TO THE COMPANY.
(f)
Notwithstanding the foregoing, the time
periods specified in Section 2(e) shall be tolledduring the pendency of any
circumstances beyond the Company's control that prevent performance by the
Company of its obligations hereunder despite the Company's best efforts.
Such
matters include events affecting issuers generally, such as the temporary
closure of federal agencies, and events directly affecting the Company,
5
such as the Company's inability to obtain all information regarding an
acquisition entity within a time period that would permit independent auditors
to prepare any required audited financial information on a timely basis.
3.
REGISTRATION PROCEDURES.
IF AND
WHENEVER THE COMPANY IS REQUIRED BY THE PROVISIONS HEREOF TO EFFECT THE
REGISTRATION OF ANY REGISTRABLE SECURITIES UNDER THE SECURITIES ACT, THE COMPANY
WILL, AS EXPEDITIOUSLY AS POSSIBLE:
(A)
PREPARE AND FILE WITH THE COMMISSION A
REGISTRATION STATEMENT WITH RESPECT TO SUCH REGISTRABLE SECURITIES, RESPOND AS
PROMPTLY AS POSSIBLE TO ANY COMMENTS RECEIVED FROM THE COMMISSION, AND USE ITS
REASONABLE BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME AND
REMAIN EFFECTIVE FOR THE EFFECTIVENESS PERIOD WITH RESPECT THERETO, AND PROMPTLY
PROVIDE TO THE PURCHASER COPIES OF ALL FILINGS AND COMMISSION LETTERS OF COMMENT
RELATING THERETO;
(B)
SUBJECT TO SECTIONS 2(B) AND 2(C), PREPARE
AND FILE WITH THE COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE
NECESSARY TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT AND TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE UNTIL THE EXPIRATION
OF THE EFFECTIVENESS PERIOD;
(C)
FURNISH TO THE PURCHASER SUCH NUMBER OF
COPIES OF EACH REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED THEREIN
(INCLUDING EACH PRELIMINARY PROSPECTUS) AS THE PURCHASER REASONABLY MAY REQUEST
TO FACILITATE THE PUBLIC