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.
(L) THE COMPANY SHALL USE COMMERCIALLY REASONABLE 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.
(M) 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 SECURITIES 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.
(N) THE COMPANY SHALL OTHERWISE USE COMMERCIALLY REASONABLE EFFORTS TO COMPLY
WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH ANY
REGISTRATION HEREUNDER.
(O) 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.
(P) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AT ANY TIME THE COMPANY MAY
DELAY FILING THE REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO OR
THE DISCLOSURE OF MATERIAL, NON-PUBLIC INFORMATION CONCERNING THE COMPANY, IF,
IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS, THE DISCLOSURE OF WHICH AT
THE TIME WOULD BE SERIOUSLY DETRIMENTAL TO THE COMPANY AND ITS STOCKHOLDERS, (A
"GRACE PERIOD"); PROVIDED, THAT THE COMPANY SHALL PROMPTLY (I) NOTIFY THE
INVESTORS IN WRITING OF THE EXISTENCE OF MATERIAL, NON-PUBLIC INFORMATION GIVING
RISE TO A GRACE PERIOD (PROVIDED THAT IN EACH NOTICE THE COMPANY WILL NOT
DISCLOSE THE CONTENT OF SUCH MATERIAL, NON-PUBLIC INFORMATION TO THE INVESTORS
WITHOUT THE PRIOR WRITTEN CONSENT OF 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
7
FURTHER, THAT THE AGGREGATE DAYS IN THE GRACE PERIODS SHALL NOT EXCEED NINETY
(90) DAYS DURING ANY THREE HUNDRED SIXTY FIVE (365) DAY PERIOD (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 INCLUDE THE LATER OF THE
DATE THE INVESTORS RECEIVE THE NOTICE REFERRED TO IN CLAUSE (II) AND THE DATE
REFERRED TO IN SUCH NOTICE.
THE PROVISIONS OF SECTION 3(G) HEREOF SHALL NOT BE
APPLICABLE DURING THE PERIOD OF ANY ALLOWABLE GRACE PERIOD.
UPON