THE PRICE OF THE COMMON STOCK) TO MAINTAIN A REGISTRATION STATEMENT AT SUCH
TIME.
UPON RECEIPT OF SUCH NOTICE, THE PURCHASER SHALL IMMEDIATELY DISCONTINUE
ANY SALES OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION UNTIL THE
PURCHASER IS ADVISED IN WRITING BY THE COMPANY THAT THE CURRENT PROSPECTUS OR
AMENDED PROSPECTUS, AS APPLICABLE, MAY BE USED.
THE TOTAL NUMBER OF DAYS THAT
ANY SUCH SUSPENSION MAY BE IN EFFECT IN ANY 180 DAY PERIOD SHALL NOT EXCEED 90
DAYS.
IMMEDIATELY AFTER THE END OF ANY SUSPENSION PERIOD UNDER THIS
SECTION 7.1(D), THE COMPANY SHALL TAKE ALL NECESSARY ACTIONS (INCLUDING FILING
ANY REQUIRED SUPPLEMENTAL PROSPECTUS) TO RESTORE THE EFFECTIVENESS OF THE
APPLICABLE REGISTRATION STATEMENT AND THE ABILITY OF THE PURCHASER TO PUBLICLY
RESELL ITS REGISTRABLE SECURITIES PURSUANT TO SUCH EFFECTIVE REGISTRATION
STATEMENT.
(E)
THE COMPANY SHALL NOT BE OBLIGATED TO EFFECT ANY SUCH REGISTRATION
PURSUANT TO THIS SECTION 7:
(I)
PRIOR TO ONE (1) YEAR ANNIVERSARY OF THE DATE HEREOF;
(II)
IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE REQUIRED TO
EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN EFFECTING SUCH REGISTRATION,
QUALIFICATION, OR COMPLIANCE, UNLESS THE COMPANY IS ALREADY SUBJECT TO SERVICE
IN SUCH JURISDICTION AND EXCEPT AS MAY BE REQUIRED BY THE SECURITIES ACT;
(III)
SUBJECT TO SECTION7.1(F) WITH RESPECT TO PIGGYBACK REGISTRATION RIGHTS,
DURING THE PERIOD STARTING WITH THE DATE SIXTY (60) DAYS PRIOR TO THE COMPANY'S
GOOD FAITH ESTIMATE OF THE DATE OF FILING OF, AND ENDING ON A DATE ONE HUNDRED
EIGHTY (180) DAYS AFTER THE EFFECTIVE DATE OF, A COMPANY-INITIATED REGISTRATION;
PROVIDED THAT THE COMPANY IS ACTIVELY EMPLOYING IN GOOD FAITH COMMERCIALLY
REASONABLE EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE; OR
(IV)
IF (I) IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE
COMPANY, THE FILING OF A REGISTRATION STATEMENT COVERING THE REGISTRABLE
SECURITIES WOULD BE DETRIMENTAL TO THE COMPANY AND THE BOARD OF DIRECTORS OF THE
COMPANY CONCLUDES, AS A RESULT, THAT IT IS IN THE BEST INTERESTS OF THE COMPANY
TO DEFER THE FILING OF SUCH REGISTRATION STATEMENT AT SUCH TIME, AND (II) THE
COMPANY SHALL FURNISH TO THE PURCHASER A CERTIFICATE SIGNED BY THE PRESIDENT OF
THE COMPANY STATING THAT IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF
THE COMPANY, IT WOULD BE DETRIMENTAL TO THE COMPANY FOR SUCH REGISTRATION
STATEMENT TO BE FILED IN THE NEAR FUTURE AND THAT IT IS, THEREFORE, IN THE BEST
INTERESTS OF THE COMPANY TO DEFER THE FILING OF SUCH REGISTRATION STATEMENT,
THEN (IN ADDITION TO THE LIMITATIONS SET FORTH ABOVE) THE COMPANY SHALL HAVE THE
RIGHT TO DEFER SUCH FILING FOR A PERIOD OF NOT MORE THAN ONE HUNDRED EIGHTY
(180) DAYS AFTER RECEIPT OF THE REQUEST OF THE PURCHASER, AND, PROVIDED FURTHER,
THAT THE COMPANY SHALL NOT DEFER ITS OBLIGATION IN THIS MANNER MORE THAN ONCE IN
ANY TWELVE-MONTH PERIOD.
(F)
PIGGYBACK REGISTRATION RIGHTS.
WHENEVER THE COMPANY PROPOSES TO REGISTER
ANY OF ITS EQUITY SECURITIES OTHER THAN A REGISTRATION STATEMENT UNDER
SECTION 7.1(A) OR