EXCEPT TO THE EXTENT THAT SECTION 3.2(B) APPLIES, AND SUBJECT TO
PARAGRAPH (IV) BELOW, IN THE EVENT (W) OF 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; (X) OF 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; (Y) OF THE RECEIPT BY THE
COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION
OR EXEMPTION FROM QUALIFICATION OF ANY OF THE PURCHASED SHARES FOR SALE IN ANY
JURISDICTION OR THE INITIATION OR THREATENING OF ANY PROCEEDING FOR SUCH
PURPOSE; OR (Z) OF ANY EVENT OR CIRCUMSTANCE WHICH, UPON THE ADVICE OF ITS
COUNSEL, NECESSITATES THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT OR
PROSPECTUS, OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE, SO THAT, IN THE CASE OF THE REGISTRATION STATEMENT, IT WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR ANY OMISSION TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, AND THAT IN THE CASE OF THE PROSPECTUS, IT WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR ANY OMISSION 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; THEN THE COMPANY SHALL DELIVER A NOTICE IN WRITING TO THE INVESTOR
(THE "SUSPENSION NOTICE") TO THE EFFECT OF THE FOREGOING AND, UPON RECEIPT OF
SUCH SUSPENSION NOTICE, THE INVESTOR WILL REFRAIN FROM SELLING ANY PURCHASED
SHARES PURSUANT TO THE REGISTRATION STATEMENT (A "SUSPENSION") UNTIL THE
INVESTOR'S RECEIPT OF COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS PREPARED
AND FILED BY THE COMPANY, OR UNTIL THE INVESTOR IS ADVISED IN WRITING BY THE
COMPANY THAT THE CURRENT PROSPECTUS MAY BE USED, AND THE INVESTOR HAS RECEIVED
COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE IN ANY SUCH PROSPECTUS.
IN THE EVENT OF ANY
SUSPENSION, THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE USE OF
THE PROSPECTUS SO SUSPENDED TO BE RESUMED WITHIN THIRTY (30) DAYS AFTER DELIVERY
OF A SUSPENSION NOTICE TO THE INVESTOR.
IN ADDITION TO AND WITHOUT LIMITING ANY
OTHER REMEDIES (INCLUDING, WITHOUT LIMITATION, REMEDIES AVAILABLE UNDER
APPLICABLE LAW OR IN EQUITY) AVAILABLE TO THE INVESTOR, THE INVESTOR SHALL BE
ENTITLED TO SPECIFIC PERFORMANCE IN THE EVENT THAT THE COMPANY FAILS TO COMPLY
WITH THE PROVISIONS OF THIS SECTION 3.2(F)(III).
(IV)
THE COMPANY MAY REQUIRE THE INVESTOR PARTICIPATING IN ANY
REGISTRATION TO FURNISH TO THE COMPANY SUCH INFORMATION REGARDING THE INVESTOR
AS REQUIRED UNDER APPLICABLE LAW AND THE INVESTOR'S INTENDED METHOD OF
DISTRIBUTION OF SUCH PURCHASED SHARES AS THE COMPANY MAY FROM TIME