IT WOULD NOT BE FEASIBLE TO ASCERTAIN
THE EXTENT OF SUCH DAMAGES WITH PRECISION, IF:
(I)
THE INITIAL SHELF REGISTRATION STATEMENT (WHICH SHALL BE AN
AUTOMATIC SHELF REGISTRATION STATEMENT IF THE COMPANY IS A WELL-KNOWN SEASONED
ISSUER) HAS NOT BEEN FILED WITH THE SEC ON OR PRIOR TO THE FILING DEADLINE DATE;
(II)
THE COMPANY IS NOT A WELL KNOWN SEASONED ISSUER, THE INITIAL
SHELF REGISTRATION STATEMENT HAS NOT BEEN DECLARED OR BECOME EFFECTIVE UNDER THE
SECURITIES ACT ON OR PRIOR TO THE EFFECTIVENESS DEADLINE DATE;
9
(III)
THE INITIAL SHELF REGISTRATION STATEMENT OR ANY SUBSEQUENT
REGISTRATION STATEMENT IS FILED WITH THE SEC AND IS DECLARED OR BECOMES
EFFECTIVE UNDER THE SECURITIES ACT BUT SHALL THEREAFTER CEASE TO BE EFFECTIVE
(WITHOUT BEING SUCCEEDED IMMEDIATELY BY A NEW REGISTRATION STATEMENT THAT IS
FILED AND IMMEDIATELY BECOMES EFFECTIVE UNDER THE SECURITIES ACT) OR USABLE
UNDER THE SECURITIES ACT FOR THE OFFER AND SALE OF REGISTRABLE SECURITIES IN THE
MANNER CONTEMPLATED BY THIS AGREEMENT AND (I) OTHER THAN IN CONNECTION WITH (A)
A SUSPENSION PERIOD OR (B) AS A RESULT OF A REQUIREMENT TO FILE A POST-EFFECTIVE
AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS TO MAKE CHANGES TO THE INFORMATION
REGARDING SELLING SECURITYHOLDERS PROVIDED FOR THEREIN, THE COMPANY DOES NOT
CURE THE LAPSE OF EFFECTIVENESS OR USABILITY WITHIN TEN (10) BUSINESS DAYS OR
(II) THE SUSPENSION PERIOD, WHEN AGGREGATED WITH OTHER SUSPENSION PERIODS, SHALL
EXCEED THE NUMBER OF DAYS PERMITTED IN SECTION 3(K); OR
(IV)
ANY REGISTRATION STATEMENT OR AMENDMENT THERETO, AT THE TIME IT
BECOMES EFFECTIVE UNDER THE SECURITIES ACT, OR ANY PROSPECTUS RELATING THERETO,
AT THE TIME IT IS FILED WITH THE SEC OR, IF LATER, AT THE TIME THE REGISTRATION
STATEMENT TO WHICH SUCH PROSPECTUS RELATES BECOMES EFFECTIVE UNDER THE
SECURITIES ACT, SHALL FAIL TO NAME EACH HOLDER AS A SELLING SECURITYHOLDER IN
SUCH A MANNER AS TO PERMIT SUCH HOLDER TO SELL ITS REGISTRABLE SECURITIES
PURSUANT TO SUCH REGISTRATION STATEMENT AND PROSPECTUS IN ACCORDANCE WITH THE
SECURITIES ACT, WHICH HOLDER WAS REQUIRED, PURSUANT TO THE TERMS OF THIS
AGREEMENT, TO BE SO NAMED (IT BEING UNDERSTOOD THAT, WITHOUT LIMITATION, NAMING
SUCH HOLDER IN A MANNER THAT PERMITS SUCH HOLDER TO SELL ONLY A PORTION OF SUCH
HOLDER'S REGISTRABLE SECURITIES REFERENCED IN SUCH HOLDER'S NOTICE AND
QUESTIONNAIRE SHALL BE DEEMED TO BE AN "EVENT" (AS DEFINED BELOW) FOR PURPOSES
OF THIS CLAUSE (IV)).
Each of the events of a type described in any of the foregoing clauses (i)
through (iv) are individually referred to herein as an "Event," and
(W)
the Filing Deadline Date, in the case of clause (i) above,
(X)
the Effectiveness Deadline Date, in the case of clause (ii) above,
(Y)
the date on which the duration of the ineffectiveness or
unusability of the Shelf Registration Statement exceeds the number of days
permitted by clause (iii) above, in the case of clause (iii) above, and
(Z)
the date the applicable Registration Statement or amendment
thereto shall become effective under the Securities Act, or the date the
applicable