INITIAL SALE. SUBJECT TO THE INITIAL REGISTRATION STATEMENT HAVING
BEEN DECLARED EFFECTIVE BY THE COMMISSION:
8
(I)
THE ISSUER AND THE STOCKHOLDER, TOGETHER WITH THE MANAGING
UNDERWRITERS, SHALL JOINTLY DETERMINE WHEN THE INITIAL SALE COMMENCEMENT DATE
SHALL OCCUR; IT BEING UNDERSTOOD THAT (A) SUCH DATE SHALL BE NO LATER THAN SUCH
TIME AS WOULD BE NECESSARY TO HAVE THE INITIAL SALE OCCUR BY THE INITIAL SALE
DEADLINE AND (B) THE ISSUER AND THE STOCKHOLDER SHALL COOPERATE IN GOOD FAITH TO
ENSURE THAT SUCH DATE SHALL BE MUTUALLY BENEFICIAL TO THE STOCKHOLDER AND THE
ISSUER; AND
(II)
NO LATER THAN THREE MONTHS AFTER THE DATE ON WHICH THE INITIAL
REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE COMMISSION (THE "INITIAL
SALE DEADLINE"), THE STOCKHOLDER SHALL, PURSUANT TO THE INITIAL REGISTRATION
STATEMENT, SELL ALL OF THE INITIAL REGISTRABLE SECURITIES PURSUANT TO A SINGLE
FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING (THE "INITIAL SALE"); PROVIDED,
HOWEVER, THAT SUCH THREE MONTH PERIOD SHALL BE EXTENDED FOR A PERIOD OF TIME
EQUAL TO THE LENGTH OF:
(A) ANY BLACKOUT PERIOD; PLUS (B) THE NUMBER OF DAYS
THAT ELAPSE FROM (1) THE DATE ANY WRITTEN NOTICE CONTEMPLATED BY SECTION 6.3(A)
IS GIVEN BY THE ISSUER TO (2) THE DATE ON WHICH THE ISSUER DELIVERS TO THE
STOCKHOLDER THE SUPPLEMENT OR AMENDMENT CONTEMPLATED BY SECTION 6.3(A) OR THE
DATE ON WHICH A SUPPLEMENT OR AMENDMENT CONTEMPLATED BY SECTION 6.3(A) IS NO
LONGER NECESSARY; PLUS (C) A PERIOD OF TIME OF UP TO THREE MONTHS TO THE EXTENT
THAT THE MAJORITY MANAGING UNDERWRITERS DETERMINE THAT THE OFFERING SHOULD BE
DELAYED DUE TO MARKET CONDITIONS; PLUS (D) A PERIOD OF TIME OF UP TO THREE
MONTHS TO THE EXTENT THE MAJORITY MANAGING UNDERWRITERS DETERMINE THAT ANY
MATERIAL EVENT AT THE ISSUER HAS OCCURRED THAT WOULD REASONABLY BE EXPECTED TO
ADVERSELY AFFECT THE OFFERING PRICE OF THE INITIAL REGISTRABLE SECURITIES IN ANY
MATERIAL RESPECT RELATIVE TO WHAT THE OFFERING PRICE WOULD BE EXPECTED TO BE IN
THE ABSENCE OF SUCH EXTENSION; PLUS (E) THE PERIOD DURING WHICH A STOP ORDER
ISSUED BY THE COMMISSION IS IN EFFECT; PROVIDED, FURTHER, THAT IN ADDITION TO
ANY EXTENSION DESCRIBED ABOVE, THE STOCKHOLDER MAY DELAY THE INITIAL SALE NO
MORE THAN ONCE (UNLESS SUCH DELAY IS IMMEDIATELY FOLLOWED BY AN EXTENSION
DESCRIBED IN CLAUSE (A), (B), (C), (D) OR (E) ABOVE, IN WHICH CASE THE
STOCKHOLDER MAY, PURSUANT TO THIS PROVISO, DELAY THE INITIAL SALE ONE ADDITIONAL
TIME FOR EACH SEPARATE DELAY PERIOD OR ONE OR MORE OF THE EXTENSIONS DESCRIBED
IN CLAUSES (A), (B), (C), (D) OR (E) ABOVE IS IN EFFECT) AND BY UP TO
SEVENTY-TWO HOURS IF (X) SUCH DELAY WOULD NOT REQUIRE ANY ADDITIONAL SALES
EFFORTS BY THE ISSUER AND (Y) THE MANAGING UNDERWRITERS UNANIMOUSLY AGREE THAT
SUCH DELAY WILL NOT ADVERSELY AFFECT THE OFFERING OR THE INITIAL SALE. THE
PARTIES ACKNOWLEDGE AND AGREE THAT ANY EXTENSION OR DELAY DESCRIBED ABOVE SHALL
BEGIN TO RUN UPON ITS OCCURRENCE
REGARDLESS OF WHETHER A PRIOR EXTENSION IS IN
EFFECT.
2.2
Grant of Rights. The Issuer