IS NOT THEN ELIGIBLE TO REGISTER FOR RESALE THE REGISTRABLE SECURITIES
ON FORM S-3, IN WHICH CASE SUCH REGISTRATION SHALL BE ON ANOTHER APPROPRIATE
FORM IN ACCORDANCE WITH THE SECURITIES ACT AND THE EXCHANGE ACT) AND SHALL
CONTAIN (EXCEPT IF OTHERWISE REQUIRED PURSUANT TO WRITTEN COMMENTS RECEIVED FROM
THE COMMISSION UPON A REVIEW OF SUCH REGISTRATION STATEMENT) THE "PLAN OF
DISTRIBUTION" ATTACHED HERETO AS ANNEX A.
(B)
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRATION
STATEMENT TO BE DECLARED EFFECTIVE BY THE COMMISSION AS SOON AS PRACTICABLE AND,
IN ANY EVENT, NO LATER THAN THE EFFECTIVENESS DEADLINE (INCLUDING FILING WITH
THE COMMISSION A REQUEST FOR ACCELERATION OF EFFECTIVENESS IN ACCORDANCE WITH
RULE 461 PROMULGATED UNDER THE SECURITIES ACT WITHIN FIVE (5) BUSINESS DAYS
AFTER THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY OR IN WRITING, WHICHEVER IS
EARLIER) BY THE COMMISSION THAT A REGISTRATION STATEMENT WILL NOT BE "REVIEWED,"
OR NOT BE SUBJECT TO FURTHER REVIEW AND THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT MAY BE ACCELERATED) AND SHALL USE ITS REASONABLE BEST EFFORTS TO KEEP
THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE UNDER THE SECURITIES ACT UNTIL
THE EARLIER OF (I)
SUCH TIME AS ALL OF THE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT HAVE BEEN PUBLICLY SOLD BY THE HOLDERS, OR (II) THE
DATE THAT ALL REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT MAY
BE SOLD BY NON-AFFILIATES WITHOUT VOLUME RESTRICTIONS PURSUANT TO RULE 144(K) AS
DETERMINED BY COUNSEL TO THE COMPANY PURSUANT TO A WRITTEN OPINION LETTER TO
SUCH EFFECT, ADDRESSED AND ACCEPTABLE TO THE COMPANY'S TRANSFER AGENT AND THE
AFFECTED HOLDERS (THE "EFFECTIVENESS PERIOD").
THE COMPANY SHALL ENSURE THAT
EACH REGISTRATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND
PROSPECTUSES CONTAINED THEREIN) SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN, OR
NECESSARY TO MAKE THE STATEMENTS THEREIN (IN THE CASE OF PROSPECTUSES, IN THE
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE) NOT MISLEADING.
SUCH
REGISTRATION STATEMENT SHALL ALSO COVER, TO THE EXTENT ALLOWABLE UNDER THE
SECURITIES ACT AND THE RULES PROMULGATED THEREUNDER (INCLUDING RULE 416), SUCH
INDETERMINATE NUMBER OF ADDITIONAL SHARES OF COMMON STOCK RESULTING FROM STOCK
SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS WITH RESPECT TO THE REGISTRABLE
SECURITIES.
THE COMPANY SHALL TELEPHONICALLY REQUEST EFFECTIVENESS OF A
REGISTRATION STATEMENT AS OF 5:00 PM EASTERN TIME ON A TRADING DAY.
THE
COMPANY SHALL IMMEDIATELY NOTIFY THE HOLDERS VIA FACSIMILE OR E-MAIL OF THE
EFFECTIVENESS OF A REGISTRATION STATEMENT ON THE SAME TRADING DAY THAT THE
COMPANY TELEPHONICALLY CONFIRMS EFFECTIVENESS WITH THE COMMISSION, WHICH SHALL
BE THE DATE REQUESTED FOR EFFECTIVENESS OF A REGISTRATION STATEMENT.
THE
COMPANY SHALL, BY 9:30 AM EASTERN TIME ON THE TRADING DAY AFTER THE EFFECTIVE
DATE (AS DEFINED IN THE PURCHASE AGREEMENT), FILE A FINAL PROSPECTUS WITH THE
COMMISSION PURSUANT TO RULE 424.
FAILURE TO SO NOTIFY THE HOLDER WITHIN 1
TRADING DAY OF SUCH NOTIFICATION OR EFFECTIVENESS OR FAILURE TO FILE A FINAL
PROSPECTUS AS AFORESAID