THE CASE OF (B) ABOVE.
(III)
FOR NOT MORE THAN TWENTY (20) CONSECUTIVE TRADING DAYS OR FOR A
TOTAL OF NOT MORE THAN FORTY-FIVE (45) TRADING DAYS IN ANY CONSECUTIVE TWELVE
(12) MONTH PERIOD, THE COMPANY MAY DELAY THE DISCLOSURE OF MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY, BY TERMINATING OR SUSPENDING EFFECTIVENESS
OF ANY REGISTRATION CONTEMPLATED BY THIS SECTION, THE DISCLOSURE OF WHICH AT THE
TIME IS NOT, IN THE GOOD FAITH OPINION OF THE COMPANY, IN THE BEST INTERESTS OF
THE COMPANY (AN "ALLOWED DELAY"); PROVIDED, THAT THE COMPANY SHALL PROMPTLY (A)
NOTIFY THE PURCHASERS IN WRITING OF THE EXISTENCE OF (BUT IN NO EVENT, WITHOUT
THE PRIOR WRITTEN CONSENT OF A PURCHASER, SHALL THE COMPANY DISCLOSE TO SUCH
PURCHASER ANY OF THE FACTS OR CIRCUMSTANCES REGARDING) MATERIAL NON-PUBLIC
INFORMATION GIVING RISE TO AN ALLOWED DELAY, AND (B) ADVISE THE PURCHASERS IN
WRITING TO CEASE ALL SALES UNDER THE REGISTRATION STATEMENT UNTIL THE END OF THE
ALLOWED DELAY.
NO PAYMENTS UNDER SUBPARAGRAPH (C)(I)
SHALL BE REQUIRED IN THE
EVENT AND FOR THE DURATION OF AN ALLOWED DELAY.
(D)
UNDERWRITTEN OFFERING.
IF ANY OFFERING PURSUANT TO A REGISTRATION
STATEMENT PURSUANT TO SECTION 2(A) HEREOF INVOLVES AN UNDERWRITTEN OFFERING, THE
COMPANY SHALL HAVE THE RIGHT TO SELECT AN INVESTMENT BANKER AND MANAGER TO
ADMINISTER THE OFFERING, WHICH INVESTMENT BANKER OR MANAGER SHALL BE REASONABLY
SATISFACTORY TO THE PURCHASERS.
3.
COMPANY OBLIGATIONS.
THE COMPANY WILL USE ITS BEST EFFORTS TO EFFECT THE
REGISTRATION OF THE REGISTRABLE SECURITIES AND ADDITIONAL REGISTRABLE SECURITIES
IN ACCORDANCE WITH THE TERMS HEREOF, AND PURSUANT THERETO THE COMPANY WILL, AS
EXPEDITIOUSLY AS POSSIBLE:
(A)
USE ITS BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT TO
BECOME EFFECTIVE AND TO REMAIN CONTINUOUSLY EFFECTIVE FOR A PERIOD (THE
"REGISTRATION PERIOD") THAT WILL TERMINATE UPON THE EARLIER OF (I) THE DATE ON
WHICH ALL REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES HAVE BEEN
SOLD (AND NO NOTES OR WARRANTS REMAIN OUTSTANDING), AND (II) THE DATE ON WHICH
ALL REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES, AS THE CASE MAY
BE, MAY BE SOLD PURSUANT TO RULE 144(K).
(B)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND POST-EFFECTIVE
AMENDMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS AS MAY BE NECESSARY
TO KEEP THE REGISTRATION STATEMENT EFFECTIVE FOR THE PERIOD SPECIFIED IN SECTION
3(A) AND TO COMPLY WITH THE PROVISIONS OF THE 1933 ACT AND THE 1934 ACT WITH
RESPECT TO THE DISTRIBUTION OF ALL REGISTRABLE SECURITIES AND ADDITIONAL
REGISTRABLE SECURITIES; PROVIDED THAT, AT A TIME REASONABLY PRIOR TO THE FILING
OF A REGISTRATION STATEMENT OR PROSPECTUS, OR ANY AMENDMENTS OR SUPPLEMENTS
THERETO, THE COMPANY WILL FURNISH TO THE PURCHASERS COPIES OF ALL DOCUMENTS
PROPOSED TO BE FILED, WHICH DOCUMENTS WILL BE SUBJECT TO THE COMMENTS OF THE
PURCHASERS;
4
(C)
PERMIT ONE COUNSEL DESIGNATED BY THE PURCHASERS TO REVIEW EACH
REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO NO FEWER THAN
FIVE (5) BUSINESS DAYS PRIOR TO THEIR FILING WITH THE SEC AND NOT FILE ANY
DOCUMENT TO WHICH SUCH COUNSEL REASONABLY OBJECTS;