FILED ON OR PRIOR TO THE FILING DATE OR IS NOT
DECLARED EFFECTIVE ON OR PRIOR TO THE REQUIRED EFFECTIVENESS DATE;
AFTER THE EFFECTIVE DATE, THE COMMISSION ISSUES A STOP ORDER WHICH HAS THE
EFFECT OF SUSPENDING A PURCHASER'S RIGHT TO SELL REGISTRABLE SECURITIES UNDER
THE REGISTRATION STATEMENT (OR A SUBSEQUENT REGISTRATION STATEMENT FILED IN
REPLACEMENT THEREOF) AND SUCH SUSPENSION IS NOT WAIVED OR LIFTED FOR FIVE OR
MORE TRADING DAYS (WHETHER OR NOT CONSECUTIVE);
AFTER THE EFFECTIVE DATE, ANY REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT ARE NOT LISTED ON AN ELIGIBLE MARKET;
THE COMMON STOCK IS NOT LISTED OR QUOTED, OR IS SUSPENDED FROM TRADING, ON AN
ELIGIBLE MARKET FOR A PERIOD OF THREE TRADING DAYS (WHICH NEED NOT BE
CONSECUTIVE TRADING DAYS) IN ANY TWELVE (12) MONTH PERIOD; OR
THE COMPANY FAILS TO HAVE AVAILABLE A SUFFICIENT NUMBER OF AUTHORIZED BUT
UNISSUED AND OTHERWISE UNRESERVED SHARES OF COMMON STOCK AVAILABLE TO ISSUE
UNDERLYING SHARES UPON ANY EXERCISE OF THE WARRANTS OR, AT ANY TIME FOLLOWING
THE EFFECTIVE DATE, ANY SHARES OR UNDERLYING SHARES ARE NOT LISTED ON AN
ELIGIBLE MARKET.
Notwithstanding the foregoing, no Event may be deemed to occur entitling a
Purchaser to an Event Payment or other relief if the Event occurs after a
Purchaser has disposed of all of its Registrable Securities.
THE COMPANY SHALL NOT, PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT, PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT
RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE
SECURITIES ACT OF ANY OF ITS EQUITY SECURITIES.
21
REGISTRATION PROCEDURES.
(I) IN CONNECTION WITH THE COMPANY'S REGISTRATION
OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
NOT LESS THAN THREE TRADING DAYS PRIOR TO THE FILING OF A REGISTRATION STATEMENT
OR ANY RELATED PROSPECTUS OR ANY AMENDMENT, OR NOT LESS THAN ONE TRADING DAY FOR
ANY SUPPLEMENT THERETO (INCLUDING ANY DOCUMENT THAT WOULD BE INCORPORATED OR
DEEMED TO BE INCORPORATED THEREIN BY REFERENCE), THE COMPANY SHALL (I) FURNISH
TO EACH PURCHASER AND ANY COUNSEL DESIGNATED BY ANY PURCHASER IN WRITING TO THE
COMPANY, IF ANY (EACH, A "PURCHASER COUNSEL", AND IROQUOIS CAPITAL L.P. HAS
INITIALLY DESIGNATED PROSKAUER ROSE LLP AS ITS PURCHASER COUNSEL) COPIES OF ALL
SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS (OTHER THAN THOSE
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE) WILL BE SUBJECT TO THE
REVIEW OF EACH SUCH PURCHASER AND PURCHASER COUNSEL FOR UP TO THREE TRADING
DAYS, AND (II) CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES AS SHALL BE NECESSARY,
IN THE REASONABLE OPINION OF RESPECTIVE COUNSEL, TO CONDUCT A REASONABLE
INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT.
THE COMPANY SHALL NOT
FILE A REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS OR
SUPPLEMENTS THERETO TO WHICH PURCHASERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES SHALL REASONABLY OBJECT IN WRITING
(I) PREPARE AND FILE WITH THE COMMISSION SUCH AMENDMENTS, INCLUDING
POST-EFFECTIVE AMENDMENTS, TO EACH REGISTRATION STATEMENT AND THE PROSPECTUS