OFFERING; (II) AS SOON AS PRACTICABLE MAKE ALL REQUIRED FILINGS OF SUCH
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED OF THE
MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT; AND (III) AS SOON AS PRACTICABLE, SUPPLEMENT OR MAKE AMENDMENTS TO
ANY REGISTRATION STATEMENT IF REASONABLY REQUESTED BY AN INVESTOR HOLDING ANY
REGISTRABLE SECURITIES.
N.
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRABLE
SECURITIES COVERED BY A REGISTRATION STATEMENT TO BE REGISTERED WITH OR APPROVED
BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY TO
CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
9
O.
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS AS SOON AS PRACTICAL, BUT NOT LATER THAN NINETY (90) DAYS AFTER THE
CLOSE OF THE PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN FORM COMPLYING
WITH, AND IN THE MANNER PROVIDED BY, THE PROVISIONS OF RULE 158 UNDER THE 1933
ACT) COVERING A TWELVE-MONTH PERIOD BEGINNING NOT LATER THAN THE FIRST DAY OF
THE COMPANY'S FISCAL QUARTER NEXT FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT.
P.
THE COMPANY SHALL OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH ANY
REGISTRATION HEREUNDER.
Q.
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT WHICH
COVERS REGISTRABLE SECURITIES IS DECLARED EFFECTIVE BY THE SEC, THE COMPANY
SHALL DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER, TO THE
TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO THE INVESTORS
WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION STATEMENT)
CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE
SEC IN THE FORM ATTACHED HERETO AS EXHIBIT A.
R.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AT ANY TIME
AFTER THE EFFECTIVE DATE, THE COMPANY MAY DELAY THE DISCLOSURE OF MATERIAL,
NON-PUBLIC INFORMATION CONCERNING THE COMPANY THE DISCLOSURE OF WHICH AT THE
TIME IS NOT, IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY
(FOLLOWING CONSULTATION WITH ITS COUNSEL), IN THE BEST INTEREST OF THE COMPANY
(A "GRACE PERIOD"); PROVIDED, THAT THE COMPANY SHALL PROMPTLY (I) NOTIFY THE
INVESTORS IN WRITING THAT SUCH DETERMINATION HAS BEEN MADE (PROVIDED THAT IN
EACH NOTICE THE COMPANY WILL NOT DISCLOSE THE CONTENT OF SUCH MATERIAL,
NON-PUBLIC INFORMATION TO THE INVESTORS) AND THE DATE ON WHICH THE GRACE PERIOD
WILL BEGIN, AND (II) NOTIFY THE INVESTORS IN WRITING OF THE DATE ON WHICH THE
GRACE PERIOD ENDS; AND, PROVIDED FURTHER, THAT DURING ANY THREE HUNDRED SIXTY
FIVE (365) DAY PERIOD SUCH GRACE PERIODS SHALL NOT EXCEED AN AGGREGATE OF THIRTY
(30) DAYS AND THE FIRST DAY OF ANY GRACE PERIOD MUST BE AT LEAST TWO (2) TRADING
DAYS AFTER THE LAST DAY OF ANY PRIOR GRACE PERIOD (EACH, AN "ALLOWABLE GRACE
PERIOD").
FOR PURPOSES OF DETERMINING THE LENGTH OF A GRACE PERIOD ABOVE, THE
GRACE PERIOD SHALL BEGIN ON AND INCLUDE THE DATE THE INVESTORS RECEIVE THE
NOTICE REFERRED TO IN CLAUSE (I) AND SHALL END ON AND