TRANSMITTED BY THE
TRANSFER AGENT OF THE COMPANY TO THE PURCHASERS BY CREDITING THE ACCOUNT OF THE
PURCHASER'S PRIME BROKER WITH THE DEPOSITORY TRUST COMPANY ("DTC").
11
(I)
THE PURCHASER WILL COMPLY, AT ITS OWN EXPENSE, WITH ALL
APPLICABLE LAWS AND REGULATIONS IN ANY FOREIGN JURISDICTION IN WHICH IT
PURCHASES, OFFERS, SELLS OR DELIVERS ANY OF THE SHARES.
5.2
RESALES OF SHARES
(A)
THE COMPANY SHALL NOTIFY THE PURCHASER IF IT DETERMINES, IN GOOD
FAITH FOLLOWING CONSULTATION WITH ITS BOARD OF DIRECTORS OR A COMMITTEE
THEREOF.
THAT AN EVENT HAS HAPPENED AS A RESULT OF WHICH THE REGISTRATION
STATEMENT OR THE PROSPECTUS (AS DEFINED IN SECTION 7.4.1 BELOW) INCLUDES AN
UNTRUE STATEMENT OF MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO
BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES THEN EXISTING.
UPON RECEIPT OF SUCH NOTICE, THE
PURCHASER WILL SUSPEND ITS USE OF THE PROSPECTUS UNTIL SUCH TIME AS AN AMENDMENT
OR SUPPLEMENT TO THE REGISTRATION STATEMENT OR THE PROSPECTUS HAS BEEN FILED BY
THE COMPANY AND ANY SUCH AMENDMENT TO THE REGISTRATION STATEMENT IS DECLARED
EFFECTIVE BY THE COMMISSION, OR UNTIL SUCH TIME AS THE COMPANY HAS FILED AN
APPROPRIATE REPORT WITH THE COMMISSION PURSUANT TO THE EXCHANGE ACT, IN EACH
CASE TO CORRECT SUCH MISSTATEMENT OR OMISSION.
THE COMPANY SHALL USE ITS BEST
EFFORTS TO PREPARE AND FILE WITH THE COMMISSION ANY SUCH AMENDMENT, SUPPLEMENT
OR REPORT, AS THE CASE MAY BE, AS SOON AS PRACTICABLE AFTER DELIVERING SUCH
NOTICE TO THE PURCHASER.
(B)
IN ADDITION TO THE FOREGOING PROVISIONS OF SECTION 5.2(B), THE
COMPANY MAY, UPON WRITTEN NOTICE TO THE PURCHASER, SUSPEND THE USE OF THE
PROSPECTUS FOR UP TO SIXTY (60) DAYS, NO MORE THAN THIRTY (30) DAYS OF WHICH MAY
BE CONSECUTIVE, IN ANY 365-DAY PERIOD (LESS THE NUMBER OF DAYS IN SUCH 365-DAY
PERIOD THAT THE PURCHASER MUST SUSPEND ITS USE OF THE PROSPECTUS PURSUANT TO
SECTION 5.2(A)) BASED ON THE REASONABLE DETERMINATION OF THE COMPANY'S BOARD OF
DIRECTORS OR A COMMITTEE THEREOF THAT THERE IS A SIGNIFICANT BUSINESS PURPOSE
FOR SUCH DETERMINATION, SUCH AS PENDING CORPORATE DEVELOPMENTS, PUBLIC FILINGS
WITH THE SEC OR SIMILAR EVENTS.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
IN SECTION 5.2(A), THE COMPANY SHALL IN NO EVENT BE REQUIRED TO DISCLOSE THE
BUSINESS PURPOSE FOR WHICH IT HAS SUSPENDED THE USE OF THE PROSPECTUS PURSUANT
TO THIS SECTION 5.2(B) IF THE COMPANY DETERMINES IN ITS GOOD FAITH JUDGMENT THAT
THE BUSINESS PURPOSE SHOULD REMAIN CONFIDENTIAL.
(C)
THE COMPANY SHALL NOTIFY THE PURCHASER (I) OF ANY REQUEST BY THE
COMMISSION FOR AN AMENDMENT OR ANY SUPPLEMENT TO SUCH REGISTRATION STATEMENT OR
ANY RELATED PROSPECTUS, OR ANY OTHER INFORMATION REQUEST BY ANY OTHER
GOVERNMENTAL AGENCY DIRECTLY RELATING TO THE OFFERING OF THE SHARES, AND (II) OF
THE ISSUANCE BY THE COMMISSION OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF
SUCH REGISTRATION STATEMENT OR OF ANY ORDER PREVENTING OR SUSPENDING THE USE OF
ANY RELATED PROSPECTUS OR THE INITIATION OR