PERIOD)
IF THE COMPANY REASONABLY BELIEVES THAT THERE IS OR MAY BE IN EXISTENCE MATERIAL
NONPUBLIC INFORMATION OR EVENTS INVOLVING THE COMPANY OR ANY OF ITS
SUBSIDIARIES, THE FAILURE OF WHICH TO BE DISCLOSED IN THE PROSPECTUS INCLUDED IN
THE REGISTRATION STATEMENT COULD RESULT IN A VIOLATION (AS DEFINED IN
SECTION 6(A)).
DURING ANY SUCH SUSPENSION PERIOD, AND AS MAY BE EXTENDED
HEREUNDER, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CORRECT OR
UPDATE ANY DISCLOSURE CAUSING THE COMPANY TO PROVIDE NOTICE OF THE SUSPENSION
PERIOD AND TO FILE AND CAUSE TO BECOME EFFECTIVE OR TERMINATE THE SUSPENSION OF
USE OR EFFECTIVENESS, AS THE CASE MAY BE, OF THE SUBJECT REGISTRATION
STATEMENT.
IN THE EVENT THAT THE COMPANY SHALL EXERCISE ITS RIGHT TO DELAY OR
SUSPEND THE FILING OR EFFECTIVENESS OF A REGISTRATION HEREUNDER, THE APPLICABLE
TIME PERIOD DURING WHICH THE REGISTRATION STATEMENT IS TO REMAIN EFFECTIVE SHALL
BE EXTENDED BY A PERIOD OF TIME EQUAL TO THE DURATION OF THE SUSPENSION PERIOD.
THE COMPANY MAY EXTEND THE SUSPENSION PERIOD FOR AN ADDITIONAL CONSECUTIVE SIXTY
(60) DAYS WITH THE CONSENT OF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES REGISTERED UNDER THE APPLICABLE REGISTRATION STATEMENT, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD.
IF SO DIRECTED BY THE COMPANY, ALL HOLDERS
OF REGISTRABLE SECURITIES REGISTERING SHARES UNDER SUCH REGISTRATION STATEMENT
SHALL (I) NOT OFFER TO SELL ANY REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT DURING THE PERIOD IN WHICH THE DELAY OR SUSPENSION IS IN
EFFECT AFTER RECEIVING NOTICE OF SUCH DELAY OR SUSPENSION; AND (II) USE THEIR
REASONABLE BEST EFFORTS TO DELIVER TO THE COMPANY (AT THE COMPANY'S EXPENSE) ALL
COPIES, OTHER THAN PERMANENT FILE COPIES THEN IN SUCH HOLDERS' POSSESSION, OF
THE PROSPECTUS RELATING TO SUCH REGISTRABLE SECURITIES CURRENT AT THE TIME OF
RECEIPT OF SUCH NOTICE;
(C)
FURNISH TO EACH SELLER OF REGISTRABLE SECURITIES THEREUNDER SUCH NUMBER OF
COPIES OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO,
THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT (INCLUDING EACH
PRELIMINARY PROSPECTUS), EACH FREE WRITING PROSPECTUS AND SUCH OTHER DOCUMENTS
AS SUCH SELLER MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF
THE REGISTRABLE SECURITIES OWNED BY SUCH SELLER;
(D)
USE ITS REASONABLE BEST EFFORTS TO REGISTER OR QUALIFY SUCH REGISTRABLE
SECURITIES UNDER SUCH OTHER SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS
ANY SELLER REASONABLY REQUESTS AND DO ANY AND ALL OTHER ACTS AND THINGS WHICH
MAY BE REASONABLY NECESSARY OR ADVISABLE TO ENABLE SUCH SELLER TO CONSUMMATE THE
DISPOSITION IN SUCH JURISDICTIONS OF THE REGISTRABLE SECURITIES OWNED BY SUCH
SELLER (PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO (I) QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO
QUALIFY BUT FOR THIS SUBSECTION OR (II) CONSENT TO GENERAL SERVICE OF PROCESS IN
ANY SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION);
(E)
NOTIFY EACH SELLER OF SUCH REGISTRABLE SECURITIES, (I) PROMPTLY AFTER IT
RECEIVES NOTICE THEREOF, OF THE DATE AND TIME WHEN SUCH