FAILS FOR ANY REASON TO DELIVER A CERTIFICATE
EVIDENCING ANY SECURITIES TO A PURCHASER WITHIN THREE TRADING DAYS AFTER
DELIVERY OF SUCH CERTIFICATE IS REQUIRED PURSUANT TO ANY TRANSACTION DOCUMENT OR
THE EXERCISE RIGHTS OF THE PURCHASERS PURSUANT TO THE TRANSACTION DOCUMENTS ARE
OTHERWISE SUSPENDED FOR ANY REASON; OR
23
(VI)
THE COMPANY FAILS TO HAVE AVAILABLE A SUFFICIENT NUMBER OF
AUTHORIZED BUT UNISSUED AND OTHERWISE UNRESERVED SHARES OF COMMON STOCK
AVAILABLE TO ISSUE UNDERLYING SHARES UPON ANY EXERCISE OF THE WARRANTS OR, AT
ANY TIME FOLLOWING THE EFFECTIVE DATE, ANY SHARES OR UNDERLYING SHARES ARE NOT
LISTED ON AN ELIGIBLE MARKET.
(E)
FOLLOWING THE EFFECTIVE DATE, IF (I) THERE IS MATERIAL NON-PUBLIC
INFORMATION REGARDING THE COMPANY WHICH THE COMPANY'S BOARD OF DIRECTORS (THE
"BOARD") DETERMINES, IN ITS GOOD FAITH JUDGMENT IN RELIANCE ON THE ADVICE OF
COUNSEL, NOT TO BE IN THE COMPANY'S BEST INTEREST TO DISCLOSE AND WHICH THE
COMPANY IS NOT OTHERWISE REQUIRED TO DISCLOSE, OR (II) THERE IS A SIGNIFICANT
BUSINESS OPPORTUNITY (INCLUDING, BUT NOT LIMITED TO, THE ACQUISITION OR
DISPOSITION OF ASSETS (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS) OR ANY
MERGER, CONSOLIDATION, TENDER OFFER OR OTHER SIMILAR TRANSACTION) AVAILABLE TO
THE COMPANY THAT WOULD REQUIRE DISCLOSURE UNDER THE EXCHANGE ACT AND WITH
RESPECT TO WHICH THE BOARD HAS DETERMINED IN GOOD FAITH THAT COMPLIANCE WITH
THIS AGREEMENT MAY REASONABLY BE EXPECTED TO EITHER MATERIALLY INTERFERE WITH
THE COMPANY'S ABILITY TO CONSUMMATE SUCH TRANSACTION IN A TIMELY FASHION OR
REQUIRE THE COMPANY TO DISCLOSE MATERIAL, NON-PUBLIC INFORMATION PRIOR TO SUCH
TIME AS IT WOULD BE REQUIRED TO BE DISCLOSED, THEN THE COMPANY MAY BY NOTICE IN
WRITING TO EACH HOLDER OF REGISTRABLE SECURITIES TO WHICH A PROSPECTUS RELATES,
REQUIRE SUCH HOLDER TO SUSPEND, FOR UP TO 30 DAYS (THE "SUSPENSION PERIOD"), THE
USE OF ANY PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT FILED WITH THE
COMMISSION PURSUANT TO THIS AGREEMENT; PROVIDED THAT THE COMPANY MAY NOT
POSTPONE, DELAY OR SUSPEND ITS OBLIGATION UNDER THIS SECTION 6.5(B) MORE THAN 2
TIMES IN ANY 12 MONTH PERIOD.
(F)
EXCEPT AS SET FORTH ON SCHEDULE 6.1(F), THE COMPANY SHALL NOT,
PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, PREPARE AND FILE WITH
THE COMMISSION A REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY
SECURITIES.
(G)
EACH PURCHASER AGREES TO FURNISH THE COMPANY WITH INFORMATION
REASONABLY REQUESTED FOR THE PREPARATION OF THE REGISTRATION STATEMENT.
6.2
REGISTRATION PROCEDURES.
IN CONNECTION WITH THE COMPANY'S
REGISTRATION OBLIGATIONS HEREUNDER, THE COMPANY SHALL:
(A)
NOT LESS THAN THREE TRADING DAYS PRIOR TO THE FILING OF A
REGISTRATION STATEMENT OR ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT
THERETO (INCLUDING ANY DOCUMENT THAT WOULD BE INCORPORATED OR DEEMED TO BE
INCORPORATED THEREIN BY REFERENCE), THE COMPANY SHALL (I) FURNISH TO SPECIAL
COUNSEL COPIES OF ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS
(OTHER THAN THOSE INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE) WILL
BE SUBJECT