BOARD OF DIRECTORS) THE FAILURE TO REQUIRE SUCH SUSPENSION WOULD BE
MATERIALLY DETRIMENTAL TO THE COMPANY.
THE COMPANY'S RIGHTS UNDER THIS
SECTION 6(E) MAY BE EXERCISED FOR A PERIOD OF NO MORE THAN 20 DAYS AT A TIME AND
NOT MORE THAN THREE TIMES IN ANY TWELVE-MONTH PERIOD, WITHOUT SUCH SUSPENSION
BEING CONSIDERED AS PART OF AN EVENT PAYMENT DETERMINATION.
IMMEDIATELY AFTER
THE END OF ANY SUSPENSION PERIOD UNDER THIS SECTION 6(E), THE COMPANY SHALL TAKE
ALL NECESSARY ACTIONS (INCLUDING FILING ANY REQUIRED SUPPLEMENTAL PROSPECTUS) TO
RESTORE THE EFFECTIVENESS OF THE APPLICABLE REGISTRATION STATEMENT AND THE
ABILITY OF THE INVESTORS TO PUBLICLY RESELL THEIR REGISTRABLE SECURITIES
PURSUANT TO SUCH EFFECTIVE REGISTRATION STATEMENT.
6.2
REGISTRATION PROCEDURES.
IN CONNECTION WITH
THE COMPANY'S REGISTRATION OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)
NOT LESS THAN THREE TRADING DAYS PRIOR TO
THE FILING OF A REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY
AMENDMENT OR SUPPLEMENT THERETO (INCLUDING ANY DOCUMENT THAT WOULD BE
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE), FURNISH TO THE
INVESTORS 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 SUCH INVESTORS.
THE COMPANY SHALL REFLECT IN EACH
SUCH DOCUMENT WHEN SO FILED WITH THE SEC SUCH COMMENTS CONCERNING THE INVESTORS
AS THE INVESTORS MAY REASONABLY AND PROMPTLY PROPOSE.
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(B)
(I) SUBJECT TO SECTION 6.1(D) PREPARE AND
FILE WITH THE SEC SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO EACH
REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE
NECESSARY TO KEEP EACH REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE, AS TO THE
APPLICABLE REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND
FILE WITH THE SEC SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER
FOR RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES;
(II) CAUSE THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED
PROSPECTUS SUPPLEMENT, AND AS SO SUPPLEMENTED OR AMENDED TO BE FILED PURSUANT TO
RULE 424; (III) RESPOND AS PROMPTLY AS REASONABLY POSSIBLE, TO ANY COMMENTS
RECEIVED FROM THE SEC WITH RESPECT TO THE REGISTRATION STATEMENT OR ANY
AMENDMENT THERETO; AND (IV) COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS
OF THE SECURITIES ACT AND THE EXCHANGE ACT WITH RESPECT TO THE DISPOSITION OF
ALL REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT DURING THE
APPLICABLE PERIOD IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE
INVESTORS THEREOF SET FORTH IN THE REGISTRATION STATEMENT AS SO AMENDED OR IN
SUCH PROSPECTUS AS SO SUPPLEMENTED.
(C)
TO THE EXTENT THE NOTIFICATION DOES NOT
INCLUDE MATERIAL NON-PUBLIC INFORMATION OR WOULD NOT OTHERWISE RESULT IN A
VIOLATION OF REGULATION FD, NOTIFY EACH INVESTOR AS PROMPTLY AS REASONABLY
POSSIBLE, AND (IF REQUESTED BY THAT INVESTOR CONFIRM SUCH NOTICE IN WRITING NO
LATER THAN TWO TRADING DAYS THEREAFTER, OF ANY OF THE FOLLOWING EVENTS: (I) THE
SEC NOTIFIES THE COMPANY WHETHER THERE WILL BE A "REVIEW" OF ANY REGISTRATION
STATEMENT; (II) THE SEC COMMENTS IN WRITING ON ANY