STOCK ISSUABLE UPON
EXERCISE OF WARRANTS RATHER THAN UPON CONVERSION OF CONVERTIBLE NOTES, THE
ISSUER SHALL EFFECT SUCH REDUCTION AS TO SUCH PERSON IN ACCORDANCE WITH THE
PERSON'S INSTRUCTIONS.
SECTION 1.2
TRANSFER OF SHARES; SUSPENSION.
1.2.1
NO PURCHASER WILL EFFECT ANY DISPOSITION OF THE SECURITIES OR ITS
RIGHT TO PURCHASE THE COMMON STOCK THAT WOULD CONSTITUTE A SALE WITHIN THE
MEANING OF THE SECURITIES ACT, EXCEPT AS CONTEMPLATED IN THE REGISTRATION
STATEMENT OR IN ACCORDANCE WITH THE SECURITIES ACT, AND EACH PURCHASER WILL
PROMPTLY NOTIFY THE COMPANY OF ANY CHANGES IN THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT REGARDING SUCH PURCHASER OR ITS PLAN OF DISTRIBUTION.
1.2.2
EXCEPT IN THE EVENT THAT CLAUSE 1.2.3 BELOW APPLIES, THE COMPANY
WILL, AT ALL TIMES DURING THE REGISTRATION PERIOD, PROMPTLY (I) PREPARE AND FILE
FROM TIME TO TIME WITH THE SEC A POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT OR A SUPPLEMENT TO THE RELATED PROSPECTUS OR A SUPPLEMENT OR AMENDMENT
TO ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT SUCH REGISTRATION STATEMENT WILL NOT CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS THEREIN NOT MISLEADING, AND SO THAT, AS THEREAFTER DELIVERED TO
PURCHASERS OF THE COMMON STOCK BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL NOT
CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR
5
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; (ii) provide the Purchasers with copies of any documents
filed pursuant to clause 1.2.2(i); and (iii) inform the Purchasers that the
Company has complied with its obligations in Section 1.2.2(i) (or that, if the
Company has filed a post-effective amendment to the Registration Statement which
has not yet been declared effective, the Company will notify the Purchasers to
that effect, will use its commercially reasonable
efforts to secure the
effectiveness of such post-effective amendment as promptly as possible and will
promptly notify the Purchasers pursuant to Section 1.2.2(iii) hereof when the
amendment has become effective).
1.2.3
SUBJECT TO CLAUSE 1.2.4 BELOW, IN THE EVENT OF (I) ANY REQUEST BY
THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY DURING THE PERIOD
OF EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR AMENDMENTS OR SUPPLEMENTS TO
A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR FOR ADDITIONAL INFORMATION,
(II) THE ISSUANCE BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION
STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE, (III) THE
RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE COMMON STOCK FOR
SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR
SUCH PURPOSE, OR (IV) ANY EVENT OR CIRCUMSTANCE WHICH NECESSITATES THE MAKING OF
ANY CHANGES IN THE REGISTRATION STATEMENT OR PROSPECTUS,