SECURITIES. FOR THE PURPOSES OF THIS AGREEMENT,
SECURITIES OF THE COMPANY LISTED IN CLAUSES (A), (B), (C) AND (D) OF THE
DEFINITION OF "REGISTRABLE SECURITIES" IN SECTION 1.1 HEREOF WILL CEASE TO BE
REGISTRABLE SECURITIES, WHEN (I) A REGISTRATION STATEMENT COVERING SUCH
REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT BY
THE SEC AND SUCH REGISTRABLE SECURITIES HAVE BEEN DISPOSED OF PURSUANT TO SUCH
EFFECTIVE REGISTRATION STATEMENT, (II) THE ENTIRE AMOUNT OF THE REGISTRABLE
SECURITIES OWNED BY A DESIGNATED HOLDER MAY BE SOLD IN A SINGLE SALE, IN THE
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND SUCH DESIGNATED HOLDER, EACH
IN THEIR REASONABLE JUDGMENT (IT BEING AGREED THAT GREENBERG TRAURIG, LLP SHALL
BE SATISFACTORY COUNSEL), WITHOUT ANY LIMITATION AS TO VOLUME PURSUANT TO
RULE 144(K) (OR ANY SUCCESSOR PROVISION THEN IN EFFECT) UNDER THE SECURITIES ACT
OR (III) SUCH REGISTRABLE SECURITIES HAVE BEEN SOLD PURSUANT TO RULE 144 UNDER
THE SECURITIES ACT.
2.3
HOLDERS OF REGISTRABLE SECURITIES. A PERSON IS DEEMED TO BE A
HOLDER OF REGISTRABLE SECURITIES WHENEVER SUCH PERSON OWNS OF RECORD REGISTRABLE
SECURITIES, OR HOLDS AN OPTION TO PURCHASE, OR A SECURITY CONVERTIBLE INTO OR
EXERCISABLE OR EXCHANGEABLE FOR, REGISTRABLE SECURITIES WHETHER OR NOT SUCH
ACQUISITION OR CONVERSION HAS ACTUALLY BEEN EFFECTED. IF THE COMPANY RECEIVES
CONFLICTING INSTRUCTIONS, NOTICES OR ELECTIONS FROM TWO OR MORE PERSONS WITH
RESPECT TO THE SAME REGISTRABLE SECURITIES, THE COMPANY MAY ACT UPON THE BASIS
OF THE INSTRUCTIONS, NOTICE OR ELECTION RECEIVED FROM THE REGISTERED OWNER OF
SUCH REGISTRABLE SECURITIES.
ARTICLE III
SHELF REGISTRATION STATEMENT
3.1
SHELF REGISTRATION STATEMENT. TO THE GREATEST EXTENT LEGALLY
PERMISSIBLE, NOT LATER THAN THIRTY (30) DAYS AFTER THE EARLIER TO OCCUR OF (I)
THE SECOND TRANCHE CLOSING DATE (AS DEFINED IN THE PURCHASE AGREEMENT) OR (II)
IN THE EVENT THAT THE COMPANY FAILS TO OBTAIN STOCKHOLDER APPROVAL AT THE
STOCKHOLDERS MEETING, THE DATE OF THE STOCKHOLDERS MEETING (SUCH 30TH DAY, THE
"REQUIRED FILING DATE"), THE COMPANY SHALL FILE WITH THE SEC A SHELF
REGISTRATION STATEMENT PURSUANT TO RULE 415 OF THE SECURITIES ACT (THE "SHELF
REGISTRATION STATEMENT") ON FORM S-3 (OR ANY SUCCESSOR FORM THERETO), OR IF
FORM S-3 MAY NOT BE USED BY THE COMPANY, ON FORM S-1 OR SB-2 (OR ANY SUCCESSOR
FORMS THERETO), AS SELECTED BY THE COMPANY, WITH RESPECT TO THE RESALE, FROM
TIME TO TIME, COVERING ALL OF THE REGISTRABLE SECURITIES HELD BY THE DESIGNATED
HOLDERS. THE SHELF REGISTRATION STATEMENT SHALL CONTAIN SUBSTANTIALLY THE "PLAN
OF DISTRIBUTION" ATTACHED HERETO AS EXHIBIT B. THE DISPOSITION OF REGISTRABLE
SECURITIES FROM THE SHELF REGISTRATION STATEMENT MAY OCCUR IN ONE OR MORE
UNDERWRITTEN OFFERINGS, BLOCK TRANSACTIONS, BROKER TRANSACTIONS, AT-MARKET
TRANSACTIONS OR IN SUCH OTHER MANNER OR MANNERS AS MAY BE SPECIFIED BY THE
DESIGNATED HOLDERS.
3.2
EFFECTIVE SHELF REGISTRATION STATEMENT.
(A)
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE SHELF
REGISTRATION STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER THE
EARLIER TO OCCUR OF (I) THE SECOND TRANCHE CLOSING DATE OR (II) IN THE EVENT
THAT THE COMPANY FAILS