AS PRACTICABLE AFTER THE DATE
HEREOF, BUT IN NO EVENT LATER THAN APRIL 2, 2007, AND PROVIDE THE INVESTOR WITH
A REASONABLE OPPORTUNITY TO REVIEW AND PROPOSE CHANGES TO THE REGISTRATION
STATEMENT BEFORE ANY FILING WITH THE COMMISSION; TO ADVISE THE INVESTOR,
PROMPTLY AFTER IT RECEIVES NOTICE THEREOF, OF THE TIME WHEN THE REGISTRATION
STATEMENT HAS BEEN FILED OR HAS BECOME EFFECTIVE OR ANY PROSPECTUS OR PROSPECTUS
SUPPLEMENT HAS BEEN FILED AND TO FURNISH THE INVESTOR WITH COPIES THEREOF; TO
ADVISE THE INVESTOR PROMPTLY AFTER IT RECEIVES NOTICE THEREOF OF ANY COMMENTS OR
INQUIRIES BY THE COMMISSION (AND TO FURNISH THE INVESTOR WITH COPIES OF ANY
CORRESPONDENCE RELATED THERETO), OF THE ISSUANCE BY THE COMMISSION OF ANY STOP
ORDER OR OF ANY ORDER PREVENTING OR SUSPENDING THE USE OF ANY PROSPECTUS, OF THE
INITIATION OR THREATENING OF ANY PROCEEDING FOR ANY SUCH PURPOSE, OR OF ANY
REQUEST BY THE COMMISSION FOR THE AMENDING OR SUPPLEMENTING OF THE REGISTRATION
STATEMENT OR PROSPECTUS OR FOR ADDITIONAL INFORMATION.
THE COMPANY SHALL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH
20
REGISTRATION STATEMENT TO BECOME EFFECTIVE NOT LATER THAN JUNE 30, 2007.
THE
FOREGOING PROVISIONS SHALL BE SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT.
(J)
CLEAR MARKET.
FOR A PERIOD OF 180 DAYS AFTER THE CLOSING DATE
(THE "RESTRICTED PERIOD"), THE COMPANY WILL NOT (I) OFFER, PLEDGE, ANNOUNCE THE
INTENTION TO SELL, SELL, CONTRACT TO SELL, SELL ANY OPTION OR CONTRACT TO
PURCHASE, PURCHASE ANY OPTION OR CONTRACT TO SELL, GRANT ANY OPTION, RIGHT OR
WARRANT TO PURCHASE OR OTHERWISE TRANSFER OR DISPOSE OF, DIRECTLY OR INDIRECTLY,
ANY SHARES OF CAPITAL STOCK OF THE COMPANY OR ANY SECURITIES CONVERTIBLE INTO OR
EXERCISABLE OR EXCHANGEABLE FOR CAPITAL STOCK OF THE COMPANY OR (II) ENTER INTO
ANY SWAP OR OTHER AGREEMENT THAT TRANSFERS, IN WHOLE OR IN PART, ANY OF THE
ECONOMIC CONSEQUENCES OF OWNERSHIP OF THE CAPITAL STOCK OF THE COMPANY, WHETHER
ANY SUCH TRANSACTION DESCRIBED IN CLAUSE (I) OR (II) ABOVE IS TO BE SETTLED BY
DELIVERY OF CAPITAL STOCK OF THE COMPANY OR SUCH OTHER SECURITIES, IN CASH OR
OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTOR, EXCEPT FOR
(I) RIGHTS AND NEW COMMON STOCK ISSUABLE UPON EXERCISE OF RIGHTS, (II) STOCK
OPTIONS, STOCK AND RESTRICTED STOCK GRANTED TO MEMBERS OF MANAGEMENT OF THE
COMPANY ON OR AFTER THE EFFECTIVE DATE AND SHARES OF NEW COMMON STOCK ISSUED
UPON THE EXERCISE OF ANY SUCH STOCK OPTIONS AND ISSUED UPON THE EXERCISE OF ANY
STOCK OPTIONS OUTSTANDING AS OF THE EFFECTIVE DATE, (III) THE ISSUANCE OF NEW
COMMON STOCK AND OTHER EQUITY INTERESTS AS SET FORTH IN THE TERM SHEET AND
PURSUANT TO THE AMENDED PLAN AND (IV) THE ISSUANCE OF UP TO $150,000,000 OF NEW
COMMON STOCK TO ONE OR MORE PARTIES ON THE LIST PROVIDED TO THE INVESTOR PRIOR
TO THE DATE HEREOF (HEREINAFTER REFERRED TO COLLECTIVELY AS THE "THIRD PARTY
PURCHASER") AT A PURCHASE PRICE PER SHARE NOT LESS THAN THE PURCHASE PRICE.
NOTWITHSTANDING THE FOREGOING, IF (1) DURING