REPLACEMENT THEREOF) FOR ANY
REASON (OTHER THAN THE FAULT OF SUCH INVESTOR) FOR THREE OR MORE CONSECUTIVE
TRADING DAYS;
(III)
EXCEPT AS A RESULT OF THE EXCLUDED EVENTS,
THE COMMON STOCK IS NOT LISTED OR QUOTED, OR IS SUSPENDED FROM TRADING, ON AN
ELIGIBLE MARKET FOR A PERIOD OF THREE CONSECUTIVE TRADING DAYS DURING THE
EFFECTIVENESS PERIOD;
(IV)
THE COMPANY FAILS FOR ANY REASON TO DELIVER A
CERTIFICATE EVIDENCING ANY SECURITIES TO AN INVESTOR WITHIN TEN TRADING DAYS
AFTER DELIVERY OF SUCH CERTIFICATE IS REQUIRED PURSUANT TO ANY TRANSACTION
DOCUMENT OR THE EXERCISE RIGHTS OF THE INVESTORS PURSUANT TO THE WARRANTS ARE
OTHERWISE SUSPENDED FOR ANY REASON;
23
(V)
THE COMPANY FAILS TO HAVE AVAILABLE A
SUFFICIENT NUMBER OF AUTHORIZED BUT UNISSUED AND OTHERWISE UNRESERVED SHARES OF
COMMON STOCK AVAILABLE TO ISSUE WARRANT SHARES UPON ANY EXERCISE OF THE WARRANTS
WITHIN THREE TRADING DAYS AFTER BECOMING AWARE OF SUCH FACT OR, EXCEPT AS A
RESULT OF THE EXCLUDED EVENTS, DURING THE EFFECTIVENESS PERIOD, ANY SHARES OR
WARRANT SHARES ARE NOT LISTED ON AN ELIGIBLE MARKET; OR
(vi)
the Company fails to submit to the SEC a
request for acceleration of the effectiveness of the Registration Statement
within three Trading Dates of the date that the SEC notifies the Company that,
in connection with the Registration Statement, the SEC will not undertake to
review, and/or provide comments on, the Registration Statement or any of the
Company's periodic reports filed under the Securities Exchange Act of 1934 or
any other matters.
(E)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, AFTER 60 CONSECUTIVE TRADING DAYS OF CONTINUOUS EFFECTIVENESS
OF THE INITIAL REGISTRATION STATEMENT FILED AND DECLARED EFFECTIVE PURSUANT TO
THIS AGREEMENT, THE COMPANY MAY, BY WRITTEN NOTICE TO THE INVESTORS, SUSPEND
SALES UNDER A REGISTRATION STATEMENT AFTER THE EFFECTIVE DATE THEREOF AND/OR
REQUIRE THAT THE INVESTORS IMMEDIATELY CEASE THE SALE OF SHARES OF COMMON STOCK
PURSUANT THERETO AND/OR DEFER THE FILING OF ANY SUBSEQUENT REGISTRATION
STATEMENT IF THE COMPANY IS ENGAGED IN A MATERIAL MERGER, ACQUISITION OR SALE
AND THE BOARD OF DIRECTORS DETERMINES IN GOOD FAITH, BY APPROPRIATE RESOLUTIONS,
THAT, AS A RESULT OF SUCH ACTIVITY, (A) IT WOULD BE MATERIALLY DETRIMENTAL TO
THE COMPANY (OTHER THAN AS RELATING SOLELY TO THE PRICE OF THE COMMON STOCK) TO
MAINTAIN A REGISTRATION STATEMENT AT SUCH TIME OR (B) IT IS IN THE BEST
INTERESTS OF THE COMPANY TO SUSPEND SALES UNDER SUCH REGISTRATION AT SUCH TIME.
UPON RECEIPT OF SUCH NOTICE, EACH INVESTOR SHALL IMMEDIATELY DISCONTINUE ANY
SALES OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION UNTIL SUCH
INVESTOR HAS RECEIVED COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS OR UNTIL
SUCH INVESTOR IS ADVISED IN WRITING BY THE COMPANY THAT THE THEN-CURRENT
PROSPECTUS MAY BE USED AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL
FILINGS THAT ARE INCORPORATED OR DEEMED INCORPORATED BY REFERENCE IN SUCH
PROSPECTUS.
IN NO EVENT, HOWEVER, SHALL THIS RIGHT BE EXERCISED TO SUSPEND
SALES BEYOND THE PERIOD DURING WHICH (IN THE GOOD FAITH DETERMINATION OF THE
COMPANY'S